Circular No. 06/2020/TT-BTP amends and supplements certain provisions of Circular No. 08/2018/TT-BTP dated June 20, 2018, issued by the Minister of Justice guiding issues related to registration, provision of information on security measures, contracts, and exchange of registration information on security measures at the Transaction Registration Centers, Property Registration Centers under the National Office of Notary and Property Registration under the Ministry of Justice.

CIRCULAR

Amending and supplementing some articles of Circular No. 08/2018/TT-BTP dated June 20, 2018 of the Minister of Justice guiding certain issues regarding registration, provision of information on security measures, contracts, and exchange of information on registration of security measures at the Transaction Registration Centers, property under the National Office for Registration of Security Interests under the Ministry of Justice.

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Pursuant to the Civil Code on November 24, 2015;

Pursuant to Decree No. 39/2014/NĐ-CP dated May 7, 2014 of the Government on the operation of financial companies and leasing companies;

Pursuant to Decree No. 102/2017/NĐ-CP dated September 1, 2017 of the Government on registration of security measures;

Pursuant to Decree No. 96/2017/NĐ-CP dated August 16, 2017, issued by the Government on the functions, tasks, powers, and organizational structure of the Ministry of Justice;

At the proposal of the Director of the National Registration Agency for Security Interests;

The Minister of Justice promulgates this Circular amending and supplementing some articles of Circular No. 08/2018/TT-BTP dated June 20, 2018 of the Minister of Justice guiding certain issues regarding registration, provision of information on security measures, contracts, and exchange of information on registration of security measures at the Transaction Registration Centers, property under the National Office for Registration of Security Interests under the Ministry of Justice (hereinafter referred to as Circular No. 08/2018/TT-BTP). law; This Circular guides certain issues regarding registration, provision of information on security measures, contracts, and exchange of information on registration of security measures at the Transaction Registration Centers, property under the National Office for Registration of Security Interests under the Ministry of Justice.

Article 1. Amending and supplementing some articles of Circular No. 08/2018/TT-BTP dated June 20, 2018 of the Minister of Justice guiding certain issues regarding registration, provision of information on security measures, contracts, and exchange of information on registration of security measures at the Transaction Registration Centers, property under the National Office for Registration of Security Interests under the Ministry of Justice (hereinafter referred to as Circular No. 08/2018/TT-BTP)

1. Amend and supplement Article 1 as follows:

"Article 1. Scope of Regulation

This Circular guides certain issues regarding registration, provision of information on security measures, contracts, exchange of information on registration of security measures at the Transaction Registration Centers, property under the National Office for Registration of Security Interests under the Ministry of Justice."

2. Amending and supplementing Clause 3, Article 2 as follows:

"3. The agency registering ownership rights, usage rights, circulation rights of assets mentioned in point b, Clause 1, Article 63 of Decree No. 102/2017/NĐ-CP dated September 1, 2017 of the Government on registration of security measures (hereinafter referred to as Decree No. 102/2017/NĐ-CP) for motor vehicles; railway transport vehicles; inland waterway vessels; fishing boats; specialized equipment with registered ownership rights, circulation rights of assets."

3. Amend and supplement Article 5 as follows:

"Article 5. Registration of security measures

In case individuals or organizations have requests, the Registration Center shall carry out registration of security measures, registration of changes to the contents of registered security measures, correction of errors, cancellation of registration, and registration of notices on the disposal of collateral assets in the following cases:
1. Pledging movable assets, except aircraft and ships, including pledging future movable assets;

2. Retention of ownership in the case of sale of movable assets, except aircraft and ships, with retention of ownership."

4. Supplementing Article 5a after Article 5 as follows:

"Article 5a. Registration of contracts
1. In case individuals or organizations request registration to publicize information, the Registration Center shall carry out registration of contracts, registration of changes to the contents of registered contracts, correction of errors, and cancellation of registration for the following contracts (excluding contracts for civil aircraft purchase on hire purchase terms according to laws on aviation, contracts for financing lease of aircraft according to laws on financing lease, contracts for ship purchase on hire purchase terms according to laws on maritime affairs, contracts for financing lease of ships not falling within the scope of Clause 3, Article 39 of Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization, and operation of non-bank credit institutions, contracts related to land use rights and attached assets according to laws on land, housing):
a) Lease contracts for assets with a term of one year or more, or contracts for assets with a lease term of less than one year but the parties agree on extension and total lease term (including extension period) of one year or more; consignment contracts;
b) Financing lease contracts according to laws on financing lease;
c) Contracts transferring claims, receivables, other payment demands including current or future claims, receivables, other payment demands; contracts transferring management rights, project exploitation rights, compensation rights arising from contracts, other monetary value rights arising from contracts (excluding land use rights, ownership rights of attached assets, ownership or other rights requiring registration for aircraft and ships according to laws on aviation and maritime affairs); insurance benefit rights; compensation rights outside contracts;

2. The registration mentioned in Clause 1 of this Article does not create the validity of the contract. The party requesting registration shall be responsible under the law for the legality and accuracy of the information declared in the Registration Request Form."

5. Amending and supplementing some points and clauses of Article 6 as follows:

a) To amend and supplement Clause 3 as follows:

"3. Machinery; specialized equipment according to relevant laws not included in Clauses 1 and 2 of this Article and not being aircraft or ships; production equipment lines; raw materials, fuels, materials, goods; metals, precious stones; other movable assets are objects."

b) Amend and supplement Clause 7 as follows:

"7. Property rights include:
a) Property rights over objects of copyright, industrial property rights, plant variety rights; property rights arising from scientific research results, technological development, technology transfer or other monetary value rights in the fields of science, technology, information technology; natural resource exploitation rights;
c) Property rights arising from contracts including debt collection rights, payment demand rights, benefits derived from contracts, project exploitation rights, compensation rights arising from contracts or other monetary value rights arising from contracts (excluding land use rights, ownership rights of attached assets, ownership or other rights requiring registration for aircraft and ships according to laws on aviation and maritime affairs); insurance benefit rights; compensation rights outside contracts;

d) Other property rights according to laws."

c) Amending and supplementing Clause 8 as follows:

"8. The right to receive the insurance money for the secured asset or other benefits derived from the secured asset as provided in this Article; profits; interest; receivables, fees obtained from operating aircraft, ships, from operating the value of land use rights and attached assets, or from investing, operating, managing, developing housing construction projects, construction works and infrastructure, and other assets attached to land."

6. Supplement Article 7a following Article 7 as follows:

"Article 7a. Online registration in cases where there is no requirement for obtaining a user code for the database on security measures
1. Individuals and legal entities that do not require obtaining a user code for the database on security measures but request online registration may create an account to carry out registration and requests for information provision.

Individuals and legal entities use the created account to register security measures and contracts established by themselves.
2. When creating an online registration account on the online registration system of the National Registration Agency for Security Transactions under the Ministry of Justice, individuals and legal entities must fully declare their information and bear legal responsibility for the declared content while attaching scanned copies (scans) of original documents determining their legal status (Identity Card or Citizen Identification Card or certificates issued according to the regulations of the Law on Officers of the Vietnam People's Army, the Law on Professional Military Personnel, Civil Servants and Defense Officials for Vietnamese citizens; Passport for foreign nationals; Permanent Resident Card for stateless persons residing in Vietnam; Business Registration Certificate for legal entities and private enterprises; Branch Operation Registration Certificate, Business Location Registration Certificate, Establishment Decision for other organizations) of the account creator. Scanned copies (scans) shall be in Portable Document Format (PDF) file format.
3. When conducting online registration, individuals and legal entities shall fill out the electronic interactive forms according to the guidelines set forth in this Circular.
4. Individuals and legal entities must pay the registration fee and information provision fee before confirming the registration and information provision request on the online registration system.
5. Individuals and legal entities who have been granted a user code for the database on security measures by the National Registration Agency for Security Transactions shall not be allowed to create an account as stipulated in Clause 1 of this Article.

In cases where individuals and legal entities have already created an account as stipulated in Clause 1 of this Article and subsequently request a user code for the database on security measures, they shall submit the application dossier to the National Registration Agency for Security Transactions for issuance in accordance with the regulations. The National Registration Agency for Security Transactions shall terminate the account prior to issuing the user code for the database on security measures.

7. Amend and supplement Clause 1, Clause 2, and add Clause 6, Clause 7 to Article 9 as follows:

a) Amend and supplement Clause 1 and Clause 2 as follows:

"1. Information about the guarantor, buyer of property with reserved ownership, lessee of property, financial lessor, assignor of debt claim, depositor of goods (hereinafter referred to as the guarantor) shall be declared as follows:
a) For Vietnamese citizens, full name and number of one of the following types of identification documents shall be declared: Identity Card; Citizen Identification Card; certificate issued according to the regulations of the Law on Officers of the Vietnam People's Army, the Law on Professional Military Personnel, Civil Servants and Defense Officials;
b) For foreign nationals, full name and passport number as recorded in the Passport shall be declared;
c) For stateless persons residing in Vietnam, full name and permanent resident card number as recorded in the Permanent Resident Card shall be declared;
d) For private enterprises, full name and tax code of the private enterprise shall be declared;
đ) For family households, information of household members shall be declared according to the provisions of point a of this clause;
e) For business households and cooperative organizations, information of business household members and cooperative organization members shall be declared according to the provisions of point a of this clause;
g) For legal entities established under Vietnamese law, name and tax code issued by the tax authority shall be declared; in cases where legal entities do not have a tax code, declaration shall be made according to the provisions of point k of this clause;
h) For branch offices of legal entities, full name and tax code of the branch office shall be declared;
i) For organizations established and operated under foreign laws, name registered with the competent foreign authorities shall be declared. In cases where the name registered by the organization is not in Latin script, the trading name in English shall be declared;
k) For other organizations, name of the organization shall be declared;
l) Address of the guarantor.
2. Information about the beneficiary, seller of property with reserved ownership, lessor of property, financial lessor, assignee of debt claim, depositor of goods (hereinafter referred to as the beneficiary) shall be declared as follows:
a) Name of the beneficiary;

b) Address of the beneficiary."

b) Add Clause 6 and Clause 7 as follows:

"6. In cases where the secured asset is specialized equipment registered for ownership and circulation rights, the person requesting registration shall declare according to the guidelines set forth in Clause 5 of this Article. The description of the secured asset shall be carried out according to the guidelines at Clauses 1, 2, and 5 of Article 10 of this Circular.

7. In cases where the guarantor's information is declared based on certificates issued according to the regulations of the Law on Officers of the Vietnam People's Army, the Law on Professional Military Personnel, Civil Servants and Defense Officials, the person requesting registration shall declare in the box indicating Identity Card or Citizen Identification Card on the Registration Request Form or the corresponding field on the electronic interactive form of the online registration system."

8. Amend and supplement Clause 1, Clause 2, and add Clause 3, Clause 4 to Article 11 as follows:

a) Amend and supplement Clause 1 and Clause 2 as follows:

"1. The registration request form must be fully signed and stamped (if applicable) by the legal entity or individual parties involved in the security measure or contract, or by the person authorized by such entities or individuals, except for the cases specified in Clauses 2, 3, and 4 of this Article."
"2. The registration request form only requires the signature and stamp (if applicable) of one of the parties involved in the security measure or contract, or by the person authorized by one of these parties, in the following cases:"
"a) In the case where one of the parties involved in the security measure or contract does not sign the registration request form, the requesting party shall submit the registration request form along with the original or certified copy of the security contract or contract for the Registration Center to back up and compare (one copy). If the registration request form is sent via email, the requesting party shall attach a scanned copy (scan) of the original registration request form and accompanying documents, using a file format according to technical standards (PDF)."
"b) In the case of a request to change the secured creditor or reduce the collateral, to register a notice regarding the handling of the collateral, or to cancel the registration of the security measure, the registration request form only requires the signature and stamp (if applicable) of the secured creditor or the person authorized by the secured creditor to make the registration request."
"c) In the case of cancellation of registration or reduction of collateral where there are multiple secured creditors but the registration request form is signed by only one of them, the requesting party must submit a document expressing the agreement of the remaining secured creditors on the cancellation of registration (such as the original or certified copy of the liquidation minutes of the mortgage contract or the notice of release) or a document expressing the agreement of the remaining secured creditors on the reduction of collateral (original or certified copy)."

"In the case where the secured creditor does not sign the registration request form, the registration request form only requires the signature and stamp (if applicable) of the guarantor or the person authorized by the guarantor, and the requesting party must submit a document agreeing to the cancellation of registration (such as the original or certified copy of the liquidation minutes of the mortgage contract or the notice of release), and a document agreeing to the registration of the reduction of collateral from the secured creditor (original or certified copy)."

"d) In the case where an organization does not have a seal and the person signing the registration request form to change the registered content, to correct errors, to register a notice regarding the handling of the collateral, or to cancel the registration does not match the person who signed the previous registration request form, the requesting party is responsible for providing a document identifying the authorized signatory (original or certified copy) for backup and comparison."

"b) Supplement Clause 3 and Clause 4 as follows:"

"3. In the case of a request to change the secured creditor due to business restructuring, debt purchase, or transfer of claims or other obligations as provided by law, the registration request form only requires the signature and stamp (if applicable) of the new secured creditor or the person authorized by the new secured creditor."

"4. In the case of cancellation of registration as stipulated in Point i, Clause 1 of Article 21 of Decree No. 102/2017/NĐ-CP, if the requesting party for cancellation of registration is the Civil Enforcement Agency, Notary Public Office that has seized and processed the collateral, or an individual or legal entity that has purchased enforcement assets, the registration request form only requires the signature and stamp (if applicable) of these organizations or individuals or the person authorized by the individual or legal entity that has purchased enforcement assets. In this case, the Civil Enforcement Agency, Notary Public Office, individual, legal entity that has purchased enforcement assets, or the person authorized by the individual or legal entity that has purchased enforcement assets shall sign and stamp (if applicable) at the section for the secured creditor's signature on the registration request form for cancellation."

9. Amending and supplementing Clause 1 Article 12 as follows:

"1. Methods of paying fees when registering and providing information on security measures and contracts include:"
"a) Paying directly at the Registration Center where the registration request form or information provision is submitted;"
"b) Online payment through the online registration system;"

"c) Transferring funds to the account of the Registration Center opened at the State Treasury or at a bank."

"10. Amend and supplement Clause 2 and add Clauses 4, 5, and 6 to Article 13 as follows:"

a) Amend and supplement Clause 2 as follows:

"2. In the case of changing the secured creditor in multiple registered security measures, the requesting party may submit a single set of application documents for changing the secured creditor for all such security measures including: the registration request form to change the registered content; authorization letter (if applicable); list of registration numbers requiring changes."

"b) Add Clauses 4, 5, and 6 as follows:"

"4. In the case of changing the date of execution of the security contract or another contract, this date cannot be later than the initial registration date of the security measure or contract already registered."

"5. In the case where the security measure or contract already registered involves property described by chassis number based on the factory delivery certificate or customs declaration, if the chassis number on the vehicle registration certificate differs from the previously registered chassis number, the requesting party shall register the change of information about the chassis number according to the number recorded on the vehicle registration certificate, in accordance with the procedure prescribed in Article 52 of Decree No. 102/2017/NĐ-CP."

"6. In the case of registering a security measure or contract where the registration documents contain foreign language materials, these materials must be translated into Vietnamese and certified in accordance with the provisions of the law."

"11. Amend and supplement Clauses 1, 2, and 3 and add Clause 4 to Article 17 as follows:"

a) Amend and supplement Clauses 1, 2, and 3 as follows:

"1. According to the identification documents determining the legal status of the guarantor as specified in Clause 1 of Article 9 of this Circular."

"2. According to the chassis number of the transportation vehicle or special-purpose vehicle registered for ownership or circulation rights, in the case where the collateral is a transportation vehicle or special-purpose vehicle with a chassis number."

"3. According to the registration number of the security measure or contract already registered."

b) Supplement Clause 4 as follows:

"4. According to the guarantor's name specified at points i and k, Clause 1, Article 9 of this Circular."

12. Amend and supplement point a and point b, Clause 1, Article 20 as follows:

"a) Information about the guarantor includes name, identification number confirming legal status; information about the secured party is the name recorded in the database on security measures;

b) Information about motor vehicles, inland waterway vessels, fishing boats, railway transportation means, special-purpose means includes: Frame number, engine number (if applicable), license plate number, vehicle name for registered motor vehicles and special-purpose means with ownership rights and circulation rights; vessel name, registration number, year and place of construction, length, width, height, gross tonnage, main engine power (if applicable) for inland waterway vessels and fishing boats; vehicle name, registration number, engine number, type of engine (if applicable) for locomotives and special-purpose means powered by engines; registration number for carriages (if applicable);"

13. Amend and supplement Clause 1, Article 22 as follows:

"1. In cases where there is a request to send a notice of mortgage of a motor vehicle, special-purpose means with registered ownership rights and circulation rights, inland waterway vessel, fishing boat, railway transportation means, the Registration Center shall send a copy of the document certifying the registration of the security measure, contract, and notice of enforcement asset seizure attached with the annexed information on mortgaged (or released from mortgage) transportation means to the authority registering ownership rights and circulation rights.

After receiving the notification document on the acceptance and processing of information on secured assets sent by the authority registering ownership rights and circulation rights, the Registration Center shall send the notification document on the acceptance and processing of information on secured assets to the requesting party."

14. Add Clause 4 to Article 24 as follows:

"4. From the date the Securities Law 2019 and the Decree detailing the implementation of certain provisions of the Securities Law come into effect, the Registration Center shall implement the registration of security measures for unlisted securities according to Articles 61 and 62 of the Securities Law."

Article 2. Repeal point b, Clause 7, Article 6, and Clause 2, Article 12 of Circular No. 08/2018/TT-BTP dated June 20, 2018, issued by the Minister of Justice guiding certain issues related to the registration, provision of information on security measures, contracts, and exchange of registration information on security measures at the Registration Centers of the National Register of Security Transactions under the Ministry of Justice.

Article 3. Effectiveness

This Circular takes effect from February 1, 2021./.