Joint Circular No. 08/2007/TTLT-NHNN-BCA-BTP guiding the recovery and disposal of financial lease assets of financial leasing companies

JOINT CIRCULAR

Guidelines for the recovery and disposal of financial lease assets of financial leasing companies

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Pursuant to Decree No. 52/2003/ND-CP dated May 19, 2003, issued by the Government, detailing the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Pursuant to Decree No. 136/2003/NĐ-CP dated November 14, 2003 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Public Security;

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

Pursuant to Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of financial leasing companies;

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

The State Bank of Vietnam, the Ministry of Public Security, and the Ministry of Justice have jointly issued guidelines for the recovery and disposal of financial lease assets of financial leasing companies as follows:

I. GENERAL PROVISIONS

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

These guidelines provide guidance on the procedures and formalities for the recovery and disposal of financial lease assets (hereinafter referred to as leased assets) of financial leasing companies, as well as the procedures for requesting and implementing state agency support during the recovery and disposal of leased assets.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

These guidelines apply to financial leasing companies established and operating under the provisions of the Law on Credit Institutions; state agencies; Vietnamese organizations and individuals; foreign organizations and individuals related to financial leasing activities in Vietnam.

3. The recovery and disposal of leased assets shall be carried out according to the following principles:

a. The recovery and disposal of leased assets must be conducted objectively, openly, transparently, ensuring the rights and legitimate interests of all parties involved, relevant organizations and individuals, and in compliance with the provisions of these guidelines.

b. The disposal of leased assets to recover rental payments is not a business activity of the lessor.

c. The disposal of leased assets shall be carried out according to the agreement between the parties. In cases where the parties have no agreement on the disposal of leased assets, the disposal of leased assets shall be carried out in accordance with the provisions of these guidelines and other relevant laws.

d. People's Committees at all levels and public security agencies at all levels where the leased assets are located (hereinafter collectively referred to as competent authorities) shall be responsible for supporting financial leasing companies and ensuring security and order during the recovery of leased assets.

II. SOME SPECIFIC PROVISIONS ON PROCEDURES AND FORMALITIES FOR THE RECOVERY AND DISPOSAL OF LEASED ASSETS

4. Financial leasing companies have the right to immediately recover leased assets if the lessee cannot pay the remaining rent after the financial leasing company has issued a notice declaring the termination of the lease contract prematurely in accordance with one of the following situations:

a. The lessee fails to pay the rent as agreed in the financial lease contract;

b. The lessee breaches the terms of the financial lease contract;

c. The lessee is dissolved or declared bankrupt;

d. The guarantor is dissolved or declared bankrupt and the lessor does not agree to terminate the guarantee or replace the guarantor proposed by the lessee.

5. The lessor has the right to immediately recover leased assets after meeting the conditions stipulated in Clause 4 of this Circular without waiting for a court judgment and demanding that the lessee pay the entire outstanding rent under the contract immediately.

6. The procedure for notifying the recovery of leased assets is as follows:

a. Before organizing the recovery of leased assets, the financial leasing company sends a written request for the recovery of leased assets (hereinafter referred to as the recovery request) to the lessee; the People's Committee and the public security agency of the commune where the leased assets are located. If necessary, the financial leasing company may send the recovery request to other competent authorities where the leased assets are located. The recovery request can be sent directly or by registered mail through the post office and must contain the following main contents:

- Reason for recovering the asset;

- Description of the asset;

- Method, time, and location of recovering the asset;

b. Within a maximum period of no more than 30 (thirty) days from the date of receipt of the recovery request, the lessee is obligated to hand over the leased asset and related documents to the financial leasing company.

The date of receipt of the recovery request is determined according to the agreement in the financial lease contract. If there is no agreement, the date of receipt of the recovery request is considered to be the day:

- The lessee receives the recovery request directly from the lessor or signs to confirm receipt of the registered letter; or

- The lessor receives the returned registered letter sent to the correct address of the lessee but returned by the post office because the lessee did not accept it.

c. In the case of recovering leased assets that are means of transportation, in addition to sending the recovery request as prescribed in Point a, Clause 6 of this Circular, the financial leasing company has the right to send the recovery request to the competent state agency for vehicle registration where the vehicle is registered and the competent authority where the leased asset is operating to assist in the recovery of leased assets.

7. The organization of the recovery of leased assets is carried out as follows:

a. After the expiration of the 30-day period specified in Point b, Clause 6 of this Circular, if the lessee still does not hand over the leased asset and related documents, the financial leasing company has the right to directly access and recover the leased asset or authorize a third party to access and recover the leased asset.

b. The recovery of leased assets shall be carried out at the location of the leased assets with the presence of the lessee (or a person authorized by the lessee to manage the leased assets) and at least one representative of the competent authority.

In the case where the leased asset is recovered with the presence of the lessee but the representative of the competent authority is absent, the financial leasing company still proceeds to recover the leased asset but must have a witness present and record it in the recovery document. If the lessee is absent, the financial leasing company only proceeds to recover the leased asset with the presence of at least one representative of the competent authority.

c. When recovering the leased asset, the competent authority may request the financial leasing company to produce copies of one or more of the following documents:

- The financial leasing contract;

- Certificate of registration for secured transactions or information documents about the financial leasing contract from the Registration Center for Secured Transactions and Assets;

- Termination notice of the financial leasing contract before the due date;

- Request for immediate payment of the remaining lease payments under the contract.

The competent authority shall not require the financial leasing company to provide additional documents other than those mentioned above.

d. When recovering the leased asset, the financial leasing company reads out the recovery notice and proceeds to prepare the recovery document, in which the time, date, month, year of recovery; location of recovery; reason for recovery of the leased asset; name of the recovered asset; description of the condition of the asset and related documents are clearly recorded.

đ. Representatives of the financial leasing company, the lessee, the competent authority, or the witness (in the absence of the competent authority) sign on the recovery document. If the representatives refuse to sign the recovery document, this fact must be recorded in the recovery document along with the stated reasons.

e. The recovery document and the recovery notice are handed over to the representatives of the financial leasing company, the lessee, and the competent authority present during the recovery process, each party retains one copy.

g. After reading the recovery notice and preparing the recovery document according to the provisions of points d and đ of this clause, the financial leasing company carries out the relocation of the leased asset. The lessee has the obligation to transfer the asset to the financial leasing company and sign the confirmation on the recovery document. If the lessee is absent, the financial leasing company still carries out the relocation of the leased asset but must have the presence and signature confirmation of at least one representative of the competent authority on the recovery document.

In the case where the leased asset cannot be relocated due to being attached to immovable property, the completion time of the recovery is considered the time when the parties involved in the recovery implement measures to stop operation, seal the asset, and prepare the sealing document. In this case, the sealing document is an inseparable part of the recovery document.

h. In the case where the third party managing the leased asset on behalf of the lessee is notified by the financial leasing company about the recovery procedure as stipulated in this Circular. The lessee is responsible for coordinating with the financial leasing company to request the third party to hand over the leased asset and related documents to the financial leasing company. If the lessee and the third party are absent or do not cooperate with the financial leasing company in the recovery process, the financial leasing company still proceeds to recover the leased asset but must have the presence of at least one representative of the competent authority and sign on the recovery document.

In the case where the third party holding the leased asset is an unlawful possessor, the financial leasing company has the right to demand the third party to return the leased asset according to Article 256 of the Civil Code 2005. In this case, the financial leasing company implements the recovery procedure of the leased asset as stipulated in point h of this clause.

i. If the leased asset is evidence in a criminal investigation, prosecution, or trial, the handling of the leased asset is carried out according to the provisions of Article 76 of the Criminal Procedure Code 2003.

k. In the case where, after notifying about the recovery of the leased asset as stipulated in this Circular, it is found that the leased asset is located outside the locality where the lessee resides or the main office of the lessee, the financial leasing company recovers the leased asset with the presence of at least one representative of the competent authority where the asset is located.

l. During the process of recovering the leased asset, if the lessee, the third party holding the asset, or any individual or organization engages in threatening, opposing, obstructing, disrupting public security and order, or committing other illegal acts aimed at retaining or reclaiming the asset, or infringing upon the life, health, or property of the financial leasing company's employees and participants in the recovery process, the financial leasing company has the right to request the competent authority where the recovery takes place, within its functions, duties, and powers, to apply coercive measures according to the law to maintain public security and order and ensure the financial leasing company's right to recover the leased asset.

m. The financial leasing company is responsible for the legality of the recovery of the leased asset. The competent authority does not bear responsibility in cases where the recovery of the leased asset lacks legal basis according to the law.

8. The lessee or the third party holding the leased asset must bear reasonable and necessary costs for the recovery of the leased asset; in cases where they fail to hand over the leased asset for processing or engage in actions obstructing the lawful recovery of the leased asset causing damage to the lessor, they must compensate according to the law.

9. The leasing finance company is responsible for submitting an application to the Transaction Registration Center; the National Registry of Collateral Transactions under the Ministry of Justice to deregister the leasing finance contract in accordance with the law on collateral transaction registration.

10. Forms of asset disposal

a. After recovering the leased assets, within a maximum period of sixty days, the leasing finance company must dispose of the leased assets according to the written agreement between the parties. In cases where there is no agreement or the leased assets cannot be disposed of according to the agreement, the leasing finance company may dispose of the leased assets in one of the following ways:

- Selling the leased assets;

- Leasing the leased assets to another lessee;

- Directly using the leased assets;

- Re-exporting the leased assets;

- Other forms not contrary to the provisions of the law.

b. During the period when the leasing finance company disposes of the leased assets, if the lessee can repay all the lease payments due under the contract and reasonable costs incurred during the asset disposal process, the leasing finance company shall transfer ownership of the leased assets to the lessee as if the lease contract has been completed, except in cases where the parties have agreed otherwise in the lease contract.

11. The valuation of assets when disposing of leased assets shall be carried out based on the following principles:

a. Leased assets must be valued before disposal, except in cases where the parties have agreed otherwise.

b. Leased assets shall be valued based on the agreement between the lessee and lessor. In cases where the parties cannot agree on the price, the leasing finance company shall engage an authorized agency or organization to value the assets in accordance with current laws.

c. The valuation of assets based on the agreement of the parties shall be based on market prices at the time of valuation. For assets whose prices are uniformly managed by the State, the valuation shall be based on the prices set by the State.

d. For leased assets such as machinery, equipment, transportation means, and other movable assets that can be clearly priced on the market, the leasing finance company may sell them at market prices without having to go through the procedures specified in points a and b of this clause, except in cases where the parties have agreed otherwise.

12. The method and procedure for selling leased assets shall be carried out as follows:

a. The leasing finance company may sell leased assets through the following methods:

- Directly selling leased assets to buyers for leased assets that can be clearly priced on the market and are not required to be sold through auction as stipulated by law.

- Selling leased assets through an auction organization authorized by the leasing finance company.

b. When directly selling leased assets, the leasing finance company and the buyer shall negotiate the terms of the sales contract. The sales contract between the leasing finance company and the buyer shall be documented in writing and implemented in accordance with the law on contracts.

c. When selling assets through auction, the leasing finance company shall enter into an authorization contract for auction sale with the auction organization in accordance with the law on auction.

13. Leasing the recovered assets to another lessee: Depending on the remaining useful life of the leased assets, the leasing finance company may choose one of the following two leasing methods:

a. Financial leasing: The leasing finance company shall carry out financial leasing for customers in accordance with the law on financial leasing.

b. Operating leasing: The leasing finance company shall carry out operating leasing for customers in accordance with the law on operating leasing.

14. The leasing finance company may directly use the leased assets as follows:

a. The leasing finance company has the right to use the recovered leased assets to serve its business activities.

b. When using the leased assets, the leasing finance company must ensure compliance with the legal limits on investment, procurement of fixed assets, and sources of funds for purchasing assets.

15. The re-export of leased assets shall be carried out as follows:

a. The leasing finance company may re-export leased assets in cases where the leased assets are imported from abroad and the foreign party agrees to purchase the recovered leased assets from the lessee.

b. The leasing finance company and the overseas buyer shall agree on the purchase price and sign an export contract in accordance with the law.

16. The handling of proceeds from the disposal of leased assets shall be carried out as follows:

a. The leasing finance company has the right to manage the entire proceeds from the disposal of leased assets, including: proceeds from the sale of leased assets, proceeds from continued leasing activities, proceeds from the transfer and assignment of leased assets, proceeds from the re-export of leased assets, and proceeds from other asset disposal activities, except in cases where the parties have agreed otherwise. If the leased assets are sold through auction, the proceeds from the auction sale shall be transferred to the leasing finance company after deducting auction-related expenses.

b. After deducting storage, repair costs, and other reasonable expenses incurred during the recovery and disposal of leased assets, the proceeds from the disposal of leased assets shall be used to settle the outstanding lease payments of the lessee in the following order: principal, interest within the term, overdue interest. If the proceeds are insufficient to cover the payments, the lessee and guarantor (if any) shall be responsible for paying the remaining amount to the leasing finance company.

c. If the lessee has partially repaid the lease payments due and the leasing finance company has completed the disposal of the leased assets, and the proceeds exceed the lease payments due under the contract and reasonable costs incurred during the recovery of the leased assets, the leasing finance company shall refund the excess amount to the lessee.

III. ACCOUNTING RECORDS

17. The accounting entries for the recovery and disposal of leased assets by financial leasing companies shall be carried out in accordance with the current regulations of the State Bank of Vietnam.

IV. IMPLEMENTATION

18. Heads of units under the State Bank of Vietnam, the Ministry of Public Security, the Ministry of Justice; Chairpersons of People's Committees of provinces and centrally governed cities; Chairpersons of the Board of Directors, General Directors (Directors) of financial leasing companies; organizations and individuals related to financial leasing activities are responsible for implementing this Circular.

19. This Circular takes effect fifteen days after its publication in the Official Gazette. Any amendments or supplements to this Circular shall be decided by the Governor of the State Bank of Vietnam, the Minister of Public Security, and the Minister of Justice./.