Decree No. 11/2012/ND-CP Amending and Supplementing Certain Provisions of Decree No. 163/2006/ND-CP dated December 29, 2006 of the Government on Secured Transactions

DECREE

Regarding amendments and supplements to some articles of Decree No. 163/2006/NĐ-CP

dated December 29, 2006, on secured transactions

____________________

THE GOVERNMENT

Based on the Civil Code dated June 14, 2005;

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Considering the proposal of the Minister of Justice,

DECREE:

Article 1. Amending and supplementing certain Articles of Decree No. 163/2006/NĐ-CP dated December 29, 2006, of the Government on secured transactions is amended and supplemented as follows::

1. Clause 1 and Clause 9 of Article 3 are amended as follows:

“1. The guarantor is the party using its own property, its own land use right, its reputation, or committing to perform a task for the secured party to secure the performance of its own civil obligation or that of another person, including the pledgor, mortgagee, depositor, surety, guarantor, and political-social organization in the case of creditworthiness guarantee.

“9. Valuable papers include stocks, bonds, bills of exchange, promissory notes, acceptance bills, deposit certificates, checks, fund certificates, other valuable papers as prescribed by law, which have value and are allowed to be traded.

2. Clause 1 and Clause 2 of Article 4 are amended as follows:

“1. Secured assets are existing assets or future assets not prohibited from trading by law.”

“2. Future assets include:

a) Assets formed from borrowed capital;

b) Assets currently being formed or legally established at the time of concluding a secured transaction;

c) Assets already formed and subject to registration of ownership rights, but only registered according to the law after the conclusion of the secured transaction.

Future assets do not include land use rights.”

3. Article 7a is added as follows:

"Article 7a: Notification of Mortgage of Motor Vehicles, Inland Waterway Vessels, and Rail Transport Vehicles 1. After registering the mortgage of motor vehicles, inland waterway vessels, and rail transport vehicles, and the applicant has paid the fee for requesting a copy of the certificate of registration of the secured transaction, the secured transaction registration authority shall send one copy of the certificate of registration to the competent state agency responsible for registering the circulation of transport vehicles. The competent state agency responsible for registering transport vehicles must update information about the mortgaged transport vehicle immediately upon receipt of the copy of the certificate of registration of the secured transaction.

2. After canceling the mortgage registration and the applicant has paid the fee for requesting a copy of the certificate of cancellation of the secured transaction registration, the secured transaction registration authority shall send one copy of the certificate of cancellation to the competent state agency responsible for registering transport vehicles to update information about the cancellation of the mortgage of the transport vehicle. 3. In cases where there is a request for reissue, replacement of the transport vehicle registration certificate or transfer of ownership of a transport vehicle recorded as mortgaged without a certificate of cancellation of the secured transaction registration, the owner of the transport vehicle must present one certified copy or one copy for comparison with the original discharge document or the consent document of the secured party for the mortgaged transport vehicle. then Article 8 is amended as follows:

"Article 8. Guarantee of Performance of Obligations by Future Assets

1. When the guarantor has ownership of part or all of the future secured assets, the secured party has rights over part or all of those assets. For assets that must be registered under the law and the guarantor has not yet registered, the secured party still has the right to dispose of the asset when it is due to be disposed of. 2. In the event that future assets are disposed of to fulfill civil obligations, the competent state agency shall base the results of disposing of the secured assets to complete the procedures for transferring ownership or usage rights to the buyer or recipient of the assets immediately upon completion of the disposal of the secured assets." Article 8 is supplemented as follows:”.

4. "Article 8a. Guarantee of Performance of Future Obligations

1. In a guarantee contract for future obligations, the parties are not required to specifically agree on the scope of the guaranteed obligation and the time limit for performing the guaranteed obligation, except in cases where there is a different agreement or a different provision of law.

2. When the obligation is formed, the parties do not need to register changes to the previously registered secured transaction."

Clause 4 is added as follows:

5. "In the case where the guarantor is a debtor subject to enforcement, the secured party is a creditor entitled to enforcement, and the fulfillment of the guarantor's obligation to the secured party has been confirmed by a court enforcement agency through an Enforcement Result Confirmation Certificate, such certificate replaces the consent documenta as follows:

to cancel the secured transaction

registration

of the secured party in the case where the party requesting cancellation of the secured transaction registration is the guarantor."

6. Clause 3 of Article 14 is amended as follows: Article 12 as follows:

"3. For secured transactions concluded before the division, separation, merger, consolidation, or conversion of a legal entity (hereinafter referred to as restructuring of a legal entity), if they remain valid, the parties do not need to conclude the secured transaction again during the restructuring of the legal entity. For registered secured transactions, the new legal entity shall present a document from the competent authority regarding the restructuring of the legal entity to complete the change registration in accordance with the law." Clause 3 of Article 19 is amended as follows: In the case of receiving a pledge of valuable papers, the secured party has the right to request the issuer of the valuable papers or the Securities Depository Center to ensure supervision”.

7. of the secured party over those valuable papers.

In the case where the issuer of the valuable papers or the Securities Depository Center violates the commitment to ensure supervision

of the secured party and causes damage to the secured party, they must bear responsibility for compensating the secured party for the damage, unless otherwise agreed. in accordance with the provisions of the law”.

8. Amend Clause 3 of Article 19 as follows:

“3. In the case where negotiable instruments are pledged, the pledgee has the right to request the issuer of the negotiable instruments or the Securities Depository Center to ensure the pledgee's supervisory rights over such negotiable instruments.

In the event that the issuer of the negotiable instruments or the Securities Depository Center breaches their commitment to ensure the pledgee's supervisory rights and causes damage to the pledgee, they shall be liable for compensation to the pledgee, except in cases where there is a different agreement.

In the case where the collateral property is securities subject to registration and deposit, the pledge registration at the agency responsible for guarantee transaction registration shall be carried out in accordance with the provisions of the law on guarantee transaction registration, and the registration and deposit of such securities at the Securities Depository Center shall be conducted in accordance with the provisions of the law on securities.

9. Supplement Article 20a as follows:

"Article 20a. Holding documents regarding mortgaged property

In the case where the mortgaged property is aircraft, ships, or means of transportation as stipulated in Article 7a of this Decree, the mortgagor shall retain the original Certificate of Aircraft Ownership, the Certificate of Registration of Vietnamese Ships, and the Registration Certificate of Means of Transportation during the validity period of the mortgage contract.".

10. Modify Article 21 as follows:

"Article 21. Collateral Property Currently Held

In the case where the collateral property is currently held according to the provisions of Article 416 of the Civil Code, then the holder has the responsibility to transfer the property that they are holding to the mortgagee for disposal in accordance with the provisions of the law after the mortgagee or the obligor has fulfilled their obligations towards the holder."

11. Supplement Clause 5 of Article 22 as follows:

“5. In the case where the right to claim debt is transferred according to the provisions of Article 313 of the Civil Code, the parties do not need to re-conclude the security transaction. When implementing the procedures for registering changes in the beneficiary of the guarantee according to the law, the party receiving the transfer of the right to claim debt shall present the debt transfer contract FOR to prove the change."  

12. Supplement Clause 3 of Article 27 as follows:

"3. In the case where the mortgagor or person a third party invests in the mortgaged property (hereinafter referred to as the person who has invested in the mortgaged property), but does not use the additional asset resulting from the investment to secure the performance of civil obligations, it shall be resolved as follows:

a) In the case where the additional asset resulting from the investment can be separated from the mortgaged property without losing or reducing its value, when disposing of the secured asset, the person who has invested in the mortgaged property has the right to separate the additional asset resulting from the investment from the mortgaged property, except in cases where there is a different agreement.

b) In the case where the additional asset resulting from the investment cannot be separated from the mortgaged property or if separation would cause loss or reduction in the value of the mortgaged property, the person who has invested in the mortgaged property shall not be able to separate the additional asset resulting from the investment from the mortgaged property, but when disposing of the mortgaged property, the person who has invested in the mortgaged property shall have priority in being paid the increased value, except in cases where there is a different agreement."

13. Modify Article 47 as follows:

"Article 47. Disposal of Guarantor's Assets

The disposal of guarantor's assets according to the provisions of Article 369 of the Civil Code shall be carried out as follows:

1. In the case where the parties have agreed on the pledge or mortgage of assets to secure the fulfillment of the guarantor's obligation, the pledged or mortgaged assets shall be disposed of according to the provisions of Chapter IV of this Decree.

2. In the case where the parties have not agreed on the pledge or mortgage of assets to secure the fulfillment of the guarantor's obligation, the guarantor must hand over assets under their ownership to the beneficiary of the guarantee for disposal upon request of the beneficiary of the guarantee, except in cases where there is a different agreement. IIf no warning signs or events were recorded, units shall submit a "no warning sign or event recorded" report to f the guarantor does not hand over the assets then the beneficiary of the guarantee has the right to initiate legal proceedings in accordance with the provisions of the law.

3. At the time of disposing of the guarantor's assets, if the guarantor does not have assets to dispose of or the amount obtained from disposing of the assets is insufficient to settle the guaranteed obligation, within the scope of the guaranteed obligation, the beneficiary of the guarantee has the right to require the guarantor to hand over assets acquired after the disposal for continued disposal." Supplement Article 47.

14. "Article 47a: Priority Order of Payment Among Joint Beneficiaries and Between the Beneficiary of the Guarantee and the Beneficiary of thea as follows:

Pledge, Mortgage, Deposit, Suretyship, and Margin 1. Joint beneficiaries have the same priority order of payment. The amount obtained from disposing of the guarantor's assets shall be distributed among joint beneficiaries in proportion to the guaranteed obligation.

2. In the case where the pledge contract, mortgage contract, deposit contract, suretyship contract, and margin contract have been registered in accordance with the law, the beneficiary of the

shall have priority in payment before the beneficiary of the guarantee. 1. Joint beneficiaries have the same priority order of payment. The amount obtained from disposing of the guarantor's assets shall be distributed among joint beneficiaries in proportion to the guaranteed obligation. 3. In the case where the pledge contract, mortgage contract, deposit contract, suretyship contract, and margin contract have not been registered in accordance with the law, the priority order of payment between the beneficiary of the guarantee and the beneficiary of the

shall be determined based on the order of establishment of the security transaction." 1. Joint beneficiaries have the same priority order of payment. The amount obtained from disposing of the guarantor's assets shall be distributed among joint beneficiaries in proportion to the guaranteed obligation. Modify Clause 4 and supplement Clause 6 of Article 58 as follows:

15. "4. The person disposing of the secured asset (hereinafter collectively referred to as the person disposing of the asset) is the beneficiary of the guarantee or a person authorized by the beneficiary of the guarantee, except in cases where the parties involved in the security transaction have agreed otherwise.

The person disposing of the asset shall proceed to dispose of the secured asset based on the contents agreed upon in the guarantee contract without needing a separate authorization document for the disposal of the asset from the guarantor."

"6. In the case where the secured asset is the right to use land and housing, the organization or individual purchasing the secured asset or accepting the secured asset to replace the fulfillment of the guarantor's obligation must belong to the category eligible for the Land Use Right Certificate, House Ownership Certificate, and Certificates for Other Assets Attached to the Land; in the case where the organization or individual does not belong to the category eligible for the Land Use Right Certificate, House Ownership Certificate, and Certificates for Other Assets Attached to the Land, they shall only be entitled to the value of the land use right and the value of the house."

Modify Clause 1 of Article 61 as follows:

16. "1. Before disposing of the secured asset, the person disposing of the asset must notify in writing about the disposal of the secured asset to other joint beneficiaries according to the address provided by the guarantor or register the notification of the disposal of the secured asset according to the law on registration of security transactions."

Supplement Article 64a as follows:”.

17. "Article 64a: Sale of Secured Asset

1. In the case where the parties agree on the method of disposing of the secured asset as auctioning the asset, the auctioning shall be carried out in accordance with the law on auctioning assets."

1. In the case where the parties agree on the method of disposing of the collateral as auctioning the collateral, the auction shall be conducted in accordance with the provisions of the law on auctioning assets.

2. In cases where the parties agree on the sale of assets not through auction methods, the sale of secured assets shall be carried out in accordance with the provisions on asset sales under the Civil Code and the following provisions:

a) The parties have the right to negotiate among themselves or through organizations with the function of appraising asset values to establish a basis for determining the selling price of the secured assets;

b) The secured creditor must pay the secured debtor the difference between the selling price of the secured assets and the value of the secured obligation, except in cases where there are other agreements;

c) After the sale results are obtained, the owner of the asset and the party with the right to dispose of the secured asset shall be responsible for implementing the procedures prescribed by law to transfer ownership of the asset to the buyer of the secured asset.

18. Supplement Article 64b as follows:

"Article 64b: Accepting the secured asset in lieu of performance of the secured obligation

In cases where the parties agree on accepting the secured asset in lieu of the performance of the secured obligation, the acceptance of the secured asset shall be carried out as follows:

1. The parties have the right to negotiate among themselves or through organizations with the function of appraising asset values to establish a basis for determining the value of the secured asset;

2. In cases where the value of the secured asset is greater than the value of the secured obligation, the secured creditor must pay the difference to the secured debtor, except in cases where there are other agreements;

3. The party accepting the secured asset in lieu of performance must present documentation proving the right to dispose of the secured asset and the results of disposing of the secured asset to the competent state agency when transferring ownership and usage rights of the secured asset."

19. Supplement Clause 3 and Clause 4 of Article 68 as follows:

"3. In cases where only the land use right is mortgaged without mortgaging the attached immovable property and the land user is simultaneously the owner of the attached immovable property, the attached immovable property shall be disposed of together with the land use right, except in cases where there are other agreements.

The parties have the right to negotiate among themselves or through organizations with the function of appraising asset values to establish a basis for determining the value of the land use right and the attached immovable property. The proceeds from the disposal of the secured asset shall be paid first to the owner of the attached immovable property, except in cases where there are other agreements.

4. In cases where only the land use right is mortgaged without mortgaging the attached immovable property and the land user is not simultaneously the owner of the attached immovable property, when disposing of the land use right, the owner of the attached immovable property may continue to use the land according to the agreement between the land user and the owner of the attached immovable property, except in cases where there are other agreements. The rights and obligations between the mortgagor and the owner of the attached immovable property shall be transferred to the buyer or the person receiving the land use right."

20. Repeal the provision at Clause 2 of Article 10 and the phrase "and serial number" at Point b Clause 1 of Article 20.

21. Replace the phrase "motor vehicles" with the phrase "road motor vehicles, inland waterway vessels" at Point b Clause 1 of Article 20. for railway transport vehiclesat Point b Clause 1 of Article 20.

22. Replace the phrase "mortgage land use right, forest use right, ownership of production forests planted by a third party" with the phrase "mortgage land use right, forest use right, ownership of production forests planted by a third party to secure the performance of another's obligation" at Clause 4 of Article 72.

Article 2. 3. Amend Clause 3 Article 2 as follows:Article 1. This Circular takes effect from February 15, 2026; Circular No. 24/2013/TT-BKHCN dated September 30, 2013 of the Minister of Science and Technology on activities related to calibration, verification, testing of measuring instruments, and measurement standards shall cease to be effective from the date this Circular takes effect.

1. This Decree takes effect from the date 10 the 4 2012.

2. The Ministry of Justice shall be responsible for:

a) To take the lead and coordinate with the State Bank of Vietnam and the Ministry of Natural Resources and Environment to guide the provisions on the disposal of secured assets;

b) To draft and submit to the Prime Minister for issuance of Directive on enhancing the effectiveness of the implementation of laws on secured transactions to improve the legal safety of secured lending activities;

c) To take the lead and coordinate with the State Bank of Vietnam to inspect compliance with legal provisions on establishing and performing secured transactions; to provide guidance, direct, train, and enhance professional knowledge and skills on laws in the field of secured transactions for relevant organizations and individuals;

d) To perform other tasks to organize the implementation of this Decree.

3. Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairpersons of provincial People's Committees directly under the central government, and relevant organizations and individuals are responsible for implementing this Decree./.