DECREE NO. 21/2021/NĐ-CP PROVIDING FOR THE IMPLEMENTATION OF THE CIVIL CODE ON GUARANTEEING THE PERFORMANCE OF OBLIGATIONS

DECREE

Regulations on the Implementation of the Civil Code concerning Guarantees for the Fulfillment of Obligations

Pursuant to the Law on Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Civil Code on November 24, 2015;

At the proposal of the Minister of Justice;

The Government issues this Decree to regulate the implementation of the Civil Code concerning guarantees for the fulfillment of obligations.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree regulates the implementation of the Civil Code concerning guarantees for the fulfillment of obligations, including collateral assets; establishment, implementation of guarantee measures (hereinafter referred to as guarantee measures) and disposal of collateral assets.

Article 2. Applicability

1. Guarantor, recipient of guarantee, person whose obligation is guaranteed.

2. Agencies, organizations, and individuals related thereto.

Article 3. Explanation of Terms

In this Decree, the following terms are understood as follows:

1. Guarantors include the pledgor, mortgagor, depositor, guarantor, surety, buyer in a sale contract with reservation of ownership, guarantor, social-political organization at the grassroots level in cases of credit guarantee, party with obligations in a dual contract regarding retention.

2. Recipient of guarantee includes the pledgee, mortgagee, depositor, guarantor, holder of rights in a suretyship, seller in a sale contract with reservation of ownership, guarantor, financial institution in cases of credit guarantee, holder of rights in a dual contract regarding retention.

3. Person whose obligation is guaranteed is the person whose obligation is guaranteed through guarantee measures. The person whose obligation is guaranteed may be simultaneously or not simultaneously the guarantor.

5. Collateral property attached to land includes houses, construction works under housing investment projects; individual houses as prescribed by the Law on Housing; other construction works; perennial trees, production forests which are planted forests or other objects attached to land as prescribed by law.

6. Guarantee contracts include pledge contracts, mortgage contracts, deposit contracts, guaranty contracts, surety contracts, sale contracts with reservation of ownership, guarantee contracts, or credit guarantee contracts.

A guarantee contract may be an agreement between the guarantor and the recipient of guarantee or an agreement between the guarantor, the recipient of guarantee, and the person whose obligation is guaranteed.

A guarantee contract may be embodied in a separate contract or as a clause on guaranteeing the fulfillment of obligations in another form of civil transaction in accordance with the provisions of the law.

7. Reasonable time period is a period formed according to established customs among the parties or a period during which, under normal conditions, the parties in the guarantee contract, guarantee measures, or other subjects with rights and interests related can perform their rights and obligations.

Article 4. Application of laws and agreements on guarantees for the fulfillment of obligations

1. In cases where the laws on land, housing, investment, enterprises, securities, insurance, banking, natural resources, fisheries, forestry, aviation, maritime affairs, intellectual property, science and technology, or other fields have special provisions on collateral assets, establishment, implementation of guarantee measures, or disposal of collateral assets, such special provisions shall apply.

In cases where the guarantor, recipient of guarantee, or person whose obligation is guaranteed is declared bankrupt, the performance of obligations concerning assets, handling of secured debts, and asset preservation measures shall be carried out in accordance with the provisions of the law on bankruptcy.

2. In cases where the parties in the guarantee relationship have agreements different from the provisions of this Decree but consistent with the basic principles of civil law, do not violate the conditions for the validity of civil transactions, and do not exceed the limits of exercising civil rights as stipulated by the Civil Code and relevant laws, such agreements shall be implemented.

3. In cases where the owner of the asset and the recipient of guarantee agree to use the asset to guarantee the fulfillment of another person's obligation, the provisions on pledging assets and mortgaging assets shall apply.

4. In cases where the agreement contains content about guaranteeing the fulfillment of obligations but the parties do not clearly specify or accurately name the guarantee measure, and the content of the agreement is consistent with the guarantee measures prescribed in the Civil Code, the corresponding guarantee measure provisions shall apply to this content.

4. In cases where the agreement contains provisions on guaranteeing the performance of obligations but the parties do not clearly specify or inaccurately specify the name of the security measure, and the content of the agreement is consistent with the security measures prescribed in the Civil Code, the corresponding security measure provisions shall be applied in accordance with the content of this agreement.

Article 5. Guaranteeing the performance of obligations through multiple security measures and properties

1. An obligation may be guaranteed by multiple security measures. In case this obligation is breached and the guarantor and the beneficiary have not agreed on the selection of a security measure, the beneficiary selects a security measure to apply or applies all security measures.

2. An obligation may be guaranteed by multiple properties. The scope of guarantee for each property among the secured properties shall be determined according to the agreement between the guarantor and the beneficiary. In the absence of such an agreement, any of those properties can be used to secure the entire obligation.

Article 6. Holding, using, transferring, and receiving Certificates of Title

1. In cases where the secured property is used to secure another obligation or to conduct another civil transaction and the beneficiary holds the original Certificate of Title, that person transfers the original Certificate of Title to the subject involved in the related transaction or performs the other obligation according to the agreement so that the subject involved in the related transaction can complete the procedures as prescribed by law.

If the beneficiary transfers the original Certificate of Title to the subject involved in the related transaction, the recipient must return the original Certificate of Title to the beneficiary immediately after completing the procedures. If the transfer is delayed or the original Certificate of Title is not returned, causing damage, compensation must be provided.

The guarantor may use copies of the Certificate of Title and the original confirmation document from the beneficiary regarding the holding of the original Certificate of Title to use or circulate the property.

2. The holding and use of Certificates of Title for aircraft and ships shall be carried out in accordance with the provisions of the Civil Aviation Law of Vietnam and the Commercial Code of Vietnam.

Article 7. Right to reclaim secured property

1. The rights of the beneficiary against the secured property under the security measure that has become effective and enforceable against third parties shall not change or terminate in the event that the secured property is transferred to another party due to sale, gift, exchange, assignment, or other transfer of ownership; possession, use, or benefit from the secured property without legal basis and not falling within the circumstances stipulated in Clause 2 of this Article.

2. The right of the beneficiary to reclaim the secured property does not apply to the following assets:

a) Secured property that has been sold, assigned, or otherwise transferred in ownership with the consent of the beneficiary and is no longer used to secure the agreed-upon obligation.

b) Collateral property that has been sold, replaced, or exchanged in accordance with Clause 4 of Article 321 of the Civil Code.

c) Secured property that no longer exists or has been replaced by another asset as stipulated in Article 21 of this Decree.

d) Other cases as prescribed by the Civil Code and other relevant laws.

3. In cases where the guarantor is an individual who has died or a legal entity that has ceased to exist, the beneficiary's right to reclaim the secured property does not terminate but is implemented in accordance with Article 658 of the Civil Code and other provisions on inheritance in the Civil Code if the guarantor is an individual who has died, or in accordance with the law on the dissolution of legal entities and bankruptcy if the guarantor is a legal entity that has been dissolved or declared bankrupt.

Chapter II
SECURED PROPERTY

Article 8. Collateral Assets

Collateral assets include:

1. Existing assets or future-formed assets, except where the Civil Code or other relevant laws prohibit sale, transfer, or other disposition of ownership rights at the time of establishing the guarantee contract or security measure;

2. Assets sold under a conditional sale contract with reservation of ownership;

3. Assets that are the subject matter of the breached obligations in a reciprocal contract for the security measure of retention;

4. Public property assets, as provided for by relevant laws.

Article 9. Description of Collateral Assets

1. The description of collateral assets shall be agreed upon by the guarantor and the secured party, in accordance with Clause 2 and Clause 3 of this Article, Articles 12, 13, 18, and 19 of this Decree.

2. In cases where the collateral asset is immovable or movable property that must be registered according to law, the information described in the agreement must match the information on the Certificate of Ownership.

3. In cases where the collateral asset is a property right, the information described in the agreement must reflect the name and legal basis for the creation of the property right.

Article 10. Right to Use Land and Attached Property

1. Using the right to use land to secure the performance of obligations may not necessarily be simultaneous with attached property, and using attached property to secure the performance of obligations may not necessarily be simultaneous with the right to use land.

2. In cases where the attached property is not required to be registered by law and has not been registered according to the requirements agreed upon by the owner and the secured party to secure the performance of obligations, the rights and obligations of the parties shall be implemented according to the terms of the guarantee contract.

In cases where the attached property is annual crops as defined by the Law on Cultivation or temporary structures as defined by the Law on Construction, and the owner and the secured party agree to use them to secure the performance of obligations, the provisions of the law on securing obligations with movable property other than aircraft or ships shall apply.

3. In cases where the right to use land and attached property are immovable property enjoying adjacent immovable property rights and are used to secure the performance of obligations, the rights to adjacent immovable property remain effective against all individuals and legal entities.

4. Securing obligations with future-formed assets does not apply to the right to use land.

Article 11. Assets Created from Surface Rights, Enjoyment Rights

1. Assets belonging to the subject of surface rights as stipulated in Clause 2 of Article 271 of the Civil Code can be used to secure the performance of obligations.

In cases where the assets specified in this clause are attached property, the provisions of Clause 1 and Clause 2 of Article 9, and Clauses 1, 2, and 3 of Article 10 of this Decree shall apply.

2. Profits, income, or other assets obtained from exploiting or using the asset that is the object of enjoyment rights can be used to secure the performance of obligations.

Article 12. Assets with Accessories, Integrated Assets, Specific Assets

When the asset used to secure the performance of obligations is an asset with accessories, integrated asset, or specific asset, the description must reflect the characteristics to identify such asset as prescribed by the Civil Code.

Article 13. Valuable papers, securities, deposit balances

Valuable papers, securities, deposit balances at credit organizations, foreign bank branches may be used to secure the performance of obligations, but the description of the collateral must comply with the provisions of the law on valuable papers, securities, and banking.

Article 14. Property rights arising from contracts

The party with rights under a contract may use claims for debt repayment, receivables, other payment demands; rights to exploit and manage investment projects; rights to lease and sublease; rights to profits, interest, and other monetary benefits arising from the contract; rights to compensation for damages; other monetary rights arising from the contract to secure the performance of obligations.

Article 15. Assets formed from capital contributions

Capital contributors may use shares, contributed capital, rights to purchase contributed capital, or income derived from shares or contributed capital in commercial legal persons, non-commercial legal persons such as social enterprises to secure the performance of obligations in accordance with relevant laws and the charter of the legal person (if applicable).

Article 16. Rights to exploit natural resources

The subject with rights to exploit natural resources in accordance with relevant laws may use rights to exploit minerals; natural forest products, excluding animals; natural marine products, including marine animals and plants; water resources, including surface water, seawater, and groundwater, excluding natural water used for agriculture, forestry, fisheries, salt production; natural bird's nest; other rights to exploit natural resources valued in money to secure the performance of obligations.

Using rights to exploit minerals, or other natural resource exploitation rights to secure the performance of obligations as stipulated in this Article must comply with the provisions of the law on minerals and other natural resource laws.

Article 17. Property rights arising from intellectual property rights, information technology, scientific and technological activities

The owner of property rights arising from intellectual property rights, information technology, and scientific and technological activities may use property rights over copyright objects, related rights, industrial property rights, rights over plant varieties; ownership and usage rights over research results, technological development, and technology transfer; other monetary rights arising from intellectual property rights, information technology, and scientific and technological activities to secure the performance of obligations.

Article 18. Investment projects, assets belonging to investment projects

The investor may use an investment project that the Law on Investment or other relevant laws do not prohibit from being transferred to secure the performance of obligations.

The investor may use the entire investment project, their own property rights regarding exploitation and management of the investment project, and other property rights or assets belonging to the investment project to secure the performance of obligations.

In cases where an investment project used to secure the performance of obligations is a housing construction project, a construction project that is not a housing project, or another project that according to relevant laws must have a Certificate of Conformity, Decision of the competent state agency, or other legal basis, the description in the guarantee contract must reflect this legal basis.

Article 19. Goods in circulation during production, business operations, and warehouses

Goods in circulation during production, business operations, and warehouses may be described either by their asset value or by type of goods to ensure the fulfillment of obligations. In cases where the collateral is a warehouse, the description must also include the address, warehouse number (if applicable), or other distinguishing marks of the warehouse location.

Goods in circulation during production and business operations can be goods in storage or goods participating in the production and business processes.

Article 20. Investment in Collateral

1. Where the mortgagor exercises the right to invest to increase the value of the collateral according to Clause 2 of Article 321 of the Civil Code, the additional value from such investment shall belong to the collateral.

2. Investment in collateral must have the consent of the mortgagee in the following cases:

a) A third party invests in the collateral;

b) The mortgagor's investment in the collateral results in the creation of new assets not included in the collateral under the mortgage agreement.

3. The mortgagee has the right to request the cessation of investment if such investment as stipulated in Clause 1 and Clause 2 of this Article reduces the value of the collateral.

4. Where the mortgagor or a third party investing in the collateral fails to comply with the provisions of Clause 2 and Clause 3 of this Article and causes damage, they must compensate the mortgagee.

5. Where the guarantor or a third party invests in collateral that is another form of security and there is no other agreement among the parties or relevant laws do not provide otherwise, Clauses 1, 2, 3, and 4 of this Article shall apply.

Article 21. Changes in Security Assets

1. Where the guarantor and the secured party agree to divide or separate a security asset into multiple suitable assets in accordance with relevant laws, it shall be handled as follows:

a) If dividing or separating the security asset does not change ownership, the newly formed assets continue to be security assets;

b) If dividing or separating the security asset changes ownership, the newly formed assets belong to the new owner and are not security assets.

2. Where the guarantor and the secured party agree to merge, consolidate, or mix the security asset with other assets or process the security asset to create new assets, the security asset shall be determined as follows:

a) If the new asset created through merging, consolidating, or mixing cannot be divided, the value of the security asset merged, consolidated, or mixed into the new asset becomes the security asset;

b) If the new asset created through processing belongs to the guarantor, the new asset continues to be a security asset. If the new asset does not belong to the guarantor, the value of the processed security asset becomes the security asset.

3. Where the guarantor and the secured party agree to use the security asset to contribute capital to a commercial entity or non-commercial entity such as a social enterprise, the shares or contribution portion become the security asset, except when the secured party and the entity receiving the contribution agree that the security asset used for contribution will continue to be used as security for the performance of obligations.

4. Where the guarantor and the secured party agree to use the insured asset to secure the performance of obligations or use an asset already securing obligations but is insured, upon occurrence of an insurance event, the compensation amount or replacement asset that the insurance company must pay to the insured person becomes the security asset.

5. Where the security asset is an annual crop as defined by the Planting Law and is harvested, or a temporary construction project as defined by the Construction Law is demolished, the proceeds or other assets obtained from harvesting or demolition become the security asset.

6. Where the security asset currently securing obligations is equipped or integrated with software or a software system in compliance with relevant laws, the property rights to the software or software system within the scope of the security asset are also security assets.

7. Where the security asset is reclaimed due to the guarantor's violation of relevant laws, the guarantor must bear responsibility for compensating the secured party for losses according to the guarantee contract. Where the guarantor is compensated or indemnified by the State according to relevant laws, the compensation or indemnification asset becomes the security asset.

8. Where there is no longer a security asset due to its being reclaimed for national defense, security purposes; or for economic and social development in the public interest, the compensation amount, replacement asset, or exchanged asset as provided by relevant laws becomes the security asset.

9. Where the security asset is destroyed, lost entirely, demolished, or confiscated by a competent state authority, it is considered to no longer exist as a security asset, except in the cases specified in Clauses 4, 5, 7, and 8 of this Article.

10. Other cases as prescribed by the Civil Code or other related laws that result in the security asset no longer existing or being replaced with a new asset, the new asset becomes the security asset.

Chapter III
ESTABLISHMENT AND IMPLEMENTATION OF SECURITY MEASURES

Section 1
ESTABLISHMENT OF SECURITY MEASURES BY AGREEMENT

Subsection 1
EFFECTIVENESS OF GUARANTEE CONTRACTS, SECURITY MEASURES

Article 22. Effectiveness of Guarantee Contracts

1. A guarantee contract that has been notarized or certified in accordance with the Civil Code, other relevant laws, or at the request of the parties becomes effective from the moment it is notarized or certified.

2. A guarantee contract not covered by Clause 1 of this Article becomes effective from the time agreed upon by the parties. In the absence of such agreement, it becomes effective from the moment the contract is concluded.

3. Where part of the collateral is withdrawn according to the agreement, the related portion of the guarantee contract ceases to be effective; where the collateral is supplemented or replaced, the amendment or supplementation of the guarantee contract concerning this collateral shall be carried out in accordance with the Civil Code and other relevant laws.

4. A security measure that has not yet taken effect against third parties does not alter or terminate the effectiveness of the guarantee contract.

Article 23. Effectiveness Against Third Parties of Security Measures

1. A security measure only takes effect against third parties when the guarantee contract has become legally effective.

2. Where a security measure must be registered in accordance with the Civil Code, other relevant laws, or is registered according to the agreement or at the request of the secured party, the time of registration with the competent authority as prescribed by relevant laws is the time when the security measure takes effect against third parties.

3. In cases not covered by Clause 2 of this Article, the effectiveness against third parties of pledge, deposit, and suretyship measures arises from the moment the secured party holds the collateral.

Holding the collateral as provided for in this clause means the secured party directly manages, controls, and dominates the collateral, or another person manages the collateral according to an agreement or under the provisions of the law but the secured party still controls and dominates the collateral.

4. In cases where the collateral subject to the security measures provided for in Clause 3 of this Article is entrusted to another person for management, the effectiveness against third parties of the security measure arises from the moment:

a) The pledgee, depositor, or surety holder holds the collateral;

b) The manager of the collateral directly receives the collateral from the pledgor, depositor, or surety;

c) The guarantee contract becomes effective when another person directly manages the collateral used for pledge, deposit, or surety.

5. The effectiveness against third parties of the security measure by depositing collateral into a blocked account at the financial institution where the deposit is made arises from the moment the collateral is deposited into the blocked account.

Article 24. Guarantee by Future Assets

1. The secured party establishes rights over part or all of the collateral which is future assets from the moment such part or all of the collateral is formed.

2. The effectiveness against third parties of the security measure by future assets is applied in accordance with Clauses 1, 2, 3, and 4 of Article 23 of this Decree.

Article 25. Guaranteeing the Performance of Future Obligations

1. The validity of the guarantee contract and the opposition effect of the guarantee measure against third parties as stipulated in Articles 22 and 23 of this Decree shall be effective for all future obligations.

In cases where future obligations arise and the parties agree to establish a new guarantee contract or a new guarantee measure for such obligations, the opposition effect of the guarantee measure against third parties shall arise according to the newly established guarantee contract and guarantee measure.

2. The validity of the guarantee contract and the opposition effect of the guarantee measure against third parties shall not change or terminate in cases where the parties do not specifically agree on the scope of future obligations, the performance period of guaranteed obligations, or the guarantee period.

Article 26. Guarantee by Right to Land Use, Immovable Property Attached to Land, Assets Created from Surface Rights, and Enjoyment Rights

1. In cases where land use rights or immovable property attached to land are mortgaged as prescribed in Articles 325 and 326 of the Civil Code, the mortgage contract remains valid, and the opposition effect of the mortgage measure against third parties remains effective when the immovable property attached to land or land use rights are not sold, transferred, or otherwise transferred regarding ownership rights or used to secure the performance of obligations.

2. The validity of the guarantee contract and the opposition effect of the guarantee measure by assets created from surface rights or enjoyment rights against third parties shall not change or terminate in cases where land use rights with surface rights or assets as objects of enjoyment rights are sold, transferred, or otherwise transferred regarding ownership rights or used to secure the performance of obligations.

Article 27. Establishment and Implementation of Guarantee Contracts and Guarantee Measures by Joint Spouse Assets

1. In cases where joint spouse assets are used to guarantee the performance of obligations, which are residual deposits at credit organizations, foreign bank branches, securities, or other movable properties as prescribed by law without registration, the spouse whose name is on the deposit, securities, or who is in possession of the movable property may independently establish and implement the guarantee contract and guarantee measures, except in the following cases:

a) The agreed property regime provides otherwise or the spouses have a different agreement and the guarantor has been provided information about this provision or agreement;

b) The spouses and the guarantor have a different agreement.

2. In cases where spouses agree that one party uses joint assets to contribute capital to a commercial entity, non-commercial entity, or social enterprise, or to establish a sole proprietorship business, the contributor or the person named as the owner of the sole proprietorship business may independently establish and implement the guarantee contract and guarantee measures related to the contributed capital in the entity or assets belonging to the sole proprietorship business.

In cases where spouses do not have a written agreement regarding the use of joint assets to contribute capital as prescribed in this clause but the contribution has been carried out in accordance with the procedures prescribed by relevant laws and the non-operating spouse knows or should know about the contribution but does not object, it shall be deemed as having an agreement.

3. In cases where the guarantee contract and guarantee measures are established according to the provisions of Clause 1 and Clause 2 of this Article and the spouses divorce, the person who established the guarantee contract and guarantee measures shall continue to perform the established guarantee contract and guarantee measures, unless the court's judgment or decision with legal effect provides otherwise.

Article 28. Changing the Guarantor or the Beneficiary of the Guarantee

1. The buyer, transferee, or other assignee of ownership rights becomes the beneficiary of the guarantee when the claim, receivable, or other payment request with security measures is sold, transferred, or otherwise assigned.

The new beneficiary of the guarantee must notify the guarantor about the change in the beneficiary before the secured obligation is performed according to the agreement or as provided by law.

2. The successor becomes the guarantor, beneficiary of the guarantee, or person with the secured obligation when the guarantor, beneficiary of the guarantee, or person with the secured obligation is a legal entity undergoing restructuring.

3. The sale, transfer, or other assignment of rights and obligations as stipulated in this Article and other provisions related to the assignment of claims with security measures, the assignment of obligations with security measures do not require the establishment of a new guarantee contract.

Article 29. Relationship between the Guarantee Contract and the Contract with Secured Obligations

1. The invalidation or revocation, unilateral termination of the performance of the guarantee contract does not terminate the contract with the secured obligation.

2. In the case where the contract with the secured obligation is declared void, revoked, or unilaterally terminated, it shall be resolved as follows:

a) If the parties have not yet performed the contract with the secured obligation, the guarantee contract terminates.

b) If the parties have performed part or all of the contract with the secured obligation, the guarantee contract does not terminate. The beneficiary of the guarantee has the right to dispose of the collateral assets to settle the obligation for repayment from the party with the obligation.

Article 30. Handling Partially Void Guarantee Contracts

1. In the event that a portion of the content of the guarantee contract is declared void according to the Civil Code or other relevant laws, the secured obligation performed according to this portion of the content becomes an obligation without security, including:

a) The portion of the contract content belonging to a person who did not participate in the guarantee contract in cases where the collateral asset belongs to joint ownership, except as provided for in Article 27 of this Decree.

b) The portion of the contract content relating to one or more persons lacking civil capacity or civil conduct capacity appropriate to the guarantee contract in cases where the guarantor or beneficiary of the guarantee includes multiple individuals.

c) The portion of the contract content relating to one or more assets insufficient to secure the performance of the obligation in cases where a secured obligation is performed using multiple assets.

d) The portion of the contract content violating prohibitions, contravening social morals, or exceeding the exercise of rights as prescribed by the Civil Code or other relevant laws in cases where other portions of the contract content do not violate these provisions.

e) Other contents as prescribed by the Civil Code or other relevant laws.

2. In cases where a single obligation is jointly guaranteed by multiple individuals or secured by multiple assets, and only one or some of the jointly guaranteeing individuals or only one or some of the securing assets belong to the portion of the guarantee contract content declared void, the guarantee of the obligation within this portion of the contract content shall be handled according to Article 338 of the Civil Code and Clause 2 of Article 5 of this Decree.

Subsection 2
COLLATERAL OF ASSETS

Article 31. Delivery of Collateral

1. The agreement on the delivery of collateral as stipulated in Clause 1 of Article 311 of the Civil Code may be the act of the pledgor delivering the collateral to the pledgee for safekeeping or delivering it to a third party for safekeeping. The pledgee may keep the collateral at the location where the collateral is located or at a place chosen by itself.

2. In cases where the collateral is an item that is at risk of losing value or depreciating, the pledgee holding such collateral must notify the pledgor and request the pledgor to provide a solution within a reasonable time limit; if the pledgor does not respond by the end of this period, the pledgee shall take necessary measures to prevent it.

3. In cases where the collateral is an item held by a third party and is at risk of being lost, damaged, losing value, or depreciating, the rights and obligations between the third party and the pledgee shall be carried out according to the storage contract.

4. The provisions of Clauses 2 and 3 of this Article shall not apply in cases where the collateral is subject to natural wear and tear.

Article 32. Sale, Replacement, Exchange, Gift of Collateral

If the pledgee agrees or another law provides that the pledgor may sell, replace, exchange, or gift the collateral, the pledge shall terminate from the moment the buyer, the person receiving the replacement, or the person receiving the gift establishes ownership over the collateral in accordance with Article 161 of the Civil Code.

Subsection 3
PLEDGE OF ASSETS

Article 33. Pledge by Means of Debt Claim, Receivable, Other Payment Request

Pledging by means of debt claim, receivable, or other payment request does not require the consent of the debtor, but this person must be notified by the pledgee before performing the obligation as agreed or as provided by law.

Article 34. Pledge Related to Leased or Borrowed Assets

1. In cases where assets currently leased or borrowed are used for pledge, the pledgor must inform the pledgee.

2. The disposal of pledged assets that are currently leased or borrowed according to the provisions of Article 299 of the Civil Code does not terminate the lease or borrowing contract; the lessee or borrower may continue leasing or borrowing until the contract expires.

3. In cases where the pledge has already taken effect against a third party and the pledgor uses the pledged asset for leasing or borrowing without notifying the pledgee, the lease or borrowing contract terminates at the time of disposing of the pledged asset. Rights and obligations between the pledgor and the lessee or borrower shall be resolved according to the agreement in the asset lease contract, asset borrowing contract, provisions of the Civil Code, and other relevant laws.

Article 35. Acceptance of Pledge by Individuals or Economic Organizations That Are Not Credit Institutions for Land Use Rights and Assets Attached to Land of Households or Individuals Using Land

The acceptance of pledge by individuals or economic organizations that are not credit institutions for land use rights and assets attached to land of households or individuals using land must meet the following conditions:

1. The pledgee is an economic organization as prescribed by the Land Law, or a Vietnamese citizen with full capacity for civil acts;

2. The acceptance of pledge to ensure the performance of obligations does not violate prohibitions under the Civil Code, other relevant laws, and social morals in contractual relations regarding investment projects, construction, leasing, leasing on a contractual basis, services, and other transactions;

3. In cases where the obligation secured includes payment of interest, the interest rate arising from late payment, interest on principal within the term, interest on overdue principal, interest on unpaid interest, or other interest and interest rates shall not exceed the agreed interest and interest rate limits stipulated in Clause 2 of Article 357, Clause 5 of Article 466, and Article 468 of the Civil Code. In cases where there is an agreement on the handling of the failure to repay the debt on time by the obligor and there is no other provision of law, only one handling shall be applied for each failure to repay the debt on time;

4. Other conditions for the effectiveness of civil transactions as prescribed by the Civil Code and other relevant laws.

Article 36. Resolution of cases where property subject to void civil transactions is used as collateral

1. In cases where property subject to void civil transactions is used as collateral and has been transferred to the bona fide pledgee under the circumstances specified in Clause 1 and Clause 2 of Article 133 of the Civil Code, the pledge contract shall not be void; the rights and obligations of the parties involved shall be implemented according to the provisions of Clause 3 of Article 133 of the Civil Code.

2. The transfer of pledged property as stipulated in Clause 1 of this Article means that the pledgor does not deliver the pledged property, but the pledgee already holds the Certificate of Property Pledged pursuant to the agreement or has taken necessary practical measures so that the pledgor does not violate the obligation prescribed in Article 320 of the Civil Code.

Subsection 4
DEPOSIT, BETTING

Article 37. Cases where it is not clearly defined as deposit or advance payment

Where one party in a contract gives another party a sum of money without clearly defining it as a deposit or an advance payment, such amount shall be considered as an advance payment.

Article 38. Rights and obligations of the parties in deposit and betting

1. The depositor, bettor have the following rights and obligations:

a) Request the recipient of the deposit, the recipient of the bet to cease exploitation, use, or establish civil transactions with respect to the deposited property, the bet property; implement measures to preserve and maintain the deposited property, the bet property so that they do not lose value or depreciate;

b) Exchange, substitute the deposited property, the bet property or involve the deposited property, the bet property in other civil transactions when agreed upon by the recipient of the deposit, the recipient of the bet;

c) Pay reasonable expenses to the recipient of the deposit, the recipient of the bet for preserving and maintaining the deposited property, the bet property.

Reasonable expenses referred to herein are actual necessary and lawful expenditures at the time of expenditure which, under normal conditions, the recipient of the deposit, the recipient of the bet must pay to ensure that the deposited property, the bet property are not lost, destroyed, or damaged;

d) Implement registration of ownership rights over the property or perform other obligations as prescribed by law so that the recipient of the deposit, the recipient of the bet can own the deposited property, the bet property as stipulated in point b, Clause 2 of this Article;

e) Other rights and obligations as agreed upon or prescribed by the Civil Code and other relevant laws.

2. The recipient of the deposit, the recipient of the bet have the following rights and obligations:

a) Require the depositor, the bettor to terminate the exchange, substitution, or establishment of other civil transactions with respect to the deposited property, the bet property without their consent;

b) Own the deposited property if the depositor breaches the commitment regarding the conclusion and performance of the contract; own the bet property if the leased property cannot be returned to the recipient of the bet;

c) Preserve and maintain the deposited property, the bet property;

d) Not establish civil transactions, exploit, or use the deposited property, the bet property without the consent of the depositor, the bettor;

e) Other rights and obligations as agreed upon or prescribed by the Civil Code and other relevant laws.

Subsection 5
SECURITY DEPOSIT

Article 39. Matters concerning the depositing and payment of funds used for security deposit

1. The funds used for security deposit (hereinafter referred to as the security deposit) shall be deposited into a blocked account at a credit institution according to the agreement or designated by the party with the right to ensure the fulfillment of obligations.

2. The security deposit and the single or multiple deposits shall be agreed upon by the parties or prescribed by law.

3. In case the obligation secured is breached, the security deposit shall be used to settle the obligation and compensate for damages after deducting service fees (hereinafter referred to as settlement of the obligation).

Article 40. Rights and Obligations of the Parties in Guarantee Deposit

1. The credit organization where the guarantee deposit is held has the following rights and obligations:

a) To enjoy service fees;

b) To request the party with the right to perform the guarantee deposit agreement to be paid from the guarantee deposit according to the agreement;

c) To pay the obligation within the scope of the guarantee deposit upon request of the party with the right;

d) To return the remaining guarantee deposit to the guarantor after paying the obligation according to the request of the party with the right and when the guarantee deposit ends;

e) Other rights and obligations as agreed upon or prescribed by the Civil Code and other relevant laws.

2. The guarantor has the following rights and obligations:

a) To agree with the credit organization where the guarantee deposit is held on the conditions for payment in accordance with the commitment to the party with the right;

b) To request the credit organization where the guarantee deposit is held to return the guarantee deposit according to point d, Clause 1 of this Article; to receive interest if there is an agreement with the credit organization where the guarantee deposit is held;

c) To withdraw, supplement the guarantee deposit or participate in other civil transactions with the guarantee deposit with the consent of the party with the right;

d) To deposit the full guarantee deposit at the credit organization where the guarantee deposit is held;

e) Other rights and obligations as agreed upon or prescribed by the Civil Code and other relevant laws.

3. The party with the right in the guarantee deposit has the following rights and obligations:

a) To request the credit organization where the guarantee deposit is held to pay the obligation fully and on time within the scope of the guarantee deposit;

b) To comply with the procedures requested by the credit organization where the guarantee deposit is held in exercising the right under point a of this clause;

c) Other rights and obligations as agreed or as provided by the Civil Code and other relevant laws.

Subsection 6
PRESERVATION OF OWNERSHIP RIGHTS

Article 41. Rights and Obligations Related to Purchased Property

1. In cases where the buyer must return purchased property to the seller due to breach of payment obligation but at the time of return, the value of the property is higher than its original value due to investment by the buyer or a third party increasing the value of the property, then the seller must refund the difference in value to the investor in the property.

Investment in purchased property must comply with the provisions of Clause 5, Article 20 of this Decree.

2. The buyer shall not be responsible for the natural depreciation of the property subject to preservation of ownership rights.

Article 42. Transfer of Rights and Obligations Regarding Preservation of Ownership Rights

1. When the seller transfers the right to request the buyer to pay money, the right to preserve ownership also transfers to the transferee of the right to request payment.

2. If the buyer sells or transfers other rights over the purchased property after registration of preservation of ownership rights, the new buyer or the transferee of the rights over the purchased property must assume the obligations regarding preservation of ownership rights.

Subsection 7
GUARANTEE

Article 43. Agreement on Guarantee

1. The guarantor may agree with the beneficiary of the guarantee on the application of security by assets to ensure the fulfillment of the guarantee obligation.

2. In cases where the guarantor commits to performing the work instead of the guaranteed party, the guarantor must have the capacity for civil legal acts suitable for the guaranteed obligation.

3. The guarantee agreement can be expressed through a separate guarantee contract, a guarantee letter, or another form of guarantee commitment.

Article 44. Fulfillment of Guarantee Obligation

1. The guarantor must fulfill the guarantee obligation when the guaranteed obligation is breached based on one of the following grounds:

a) Due to the guaranteed party not performing the obligation on time;

b) Due to the guaranteed party not performing the obligation before the agreed time;

c) Due to the guaranteed party not fully performing the obligation;

d) Due to the guaranteed party not performing the obligation correctly;

e) Due to the guaranteed party being unable to perform the obligation as stipulated in Clause 2, Article 335 and Clause 1, Article 339 of the Civil Code;

f) Other grounds as agreed or as provided by the Civil Code and other relevant laws.

2. In cases where there is a ground under Clause 1 of this Article, the beneficiary of the guarantee must notify the guarantor to fulfill the guarantee obligation. The guarantor has the right to refuse to fulfill the obligation if the ground notified by the beneficiary of the guarantee does not fall within the scope of the guarantee commitment.

3. The guarantor must fulfill the guarantee obligation within the agreed period. In case there is no agreement, the guarantor must fulfill it within a reasonable time from the date of receiving the notification from the beneficiary of the guarantee.

4. After fulfilling the guarantee obligation, the beneficiary of the guarantee must notify the guaranteed party. If the guaranteed party still performs the guaranteed obligation, the guarantor has the right to request the beneficiary of the guarantee to return to the guarantor the asset received or the corresponding value of the guarantee obligation fulfilled.

Subsection 8
COLLATERAL

Article 45. Surety by Credit Standing

In cases where obligations are guaranteed by credit standing, organizations at commune, ward, town level of the Vietnam Farmers' Union, the Ho Chi Minh Communist Youth Union, the Vietnam Women's Union, the Vietnam Veterans Association, the Vietnam Fatherland Front, or the grassroots trade union shall be the guarantors by credit standing, except for cases where the regulations of such organization provide otherwise.

Article 46. Rights and Obligations of Parties in Credit Standing Guarantee

1. The guarantor by credit standing has rights and obligations:

a) To take the initiative or closely cooperate with the lending credit institution to assist, guide, and create conditions for the borrower; supervise the use of borrowed capital for its intended purpose and effectively; urge timely and full repayment;

b) To confirm upon request of the lending credit institution about the conditions and circumstances of the borrower when borrowing funds;

c) Other rights and obligations as agreed or as provided by the Civil Code and other relevant laws.

2. The lending credit institution has rights and obligations:

a) To request the guarantor by credit standing to cooperate in checking the use of borrowed capital and urging repayment;

b) To cooperate with the guarantor by credit standing in lending and debt recovery;

c) Other rights and obligations as agreed or as provided by the Civil Code and other relevant laws.

3. The borrower has rights and obligations:

a) To use borrowed capital for production, business, serving living needs, or consumption in accordance with the purpose of borrowing;

b) To facilitate the lending credit institution and the guarantor by credit standing to check the use of borrowed capital;

c) To repay the principal and interest of the loan (if any) fully and on time to the lending credit institution;

d) Other rights and obligations as agreed or provided by the Civil Code or other relevant laws.

Section 2
POSSESSION OF ASSETS

Article 47. Guarantee of Right to Possession

1. In cases where the competent authority or person authorized by relevant laws requests the possessor to hand over the possessed asset to resolve the case according to the law, handing over the possessed asset in this situation does not constitute grounds for terminating possession.

2. In cases where the owner of the asset or another person with rights puts the asset under possession into civil transactions, the possessor is not obligated to hand over the asset to the party involved in the transaction, except in the following cases:

a) The obligation towards the possessor has been fulfilled;

b) The obligation towards the possessor has not been fulfilled but falls within the cases of termination of asset possession as stipulated in Clauses 1, 2, or 5 of Article 350 of the Civil Code.

Article 48. Exercise of Right to Possession

1. The possessor may only possess the asset or part of the asset directly related to the breached obligation. In cases where the object of the breached obligation includes multiple assets, the possessor has the right to choose the asset to possess.

2. Where the object of the breached obligation is work aimed at producing a product, the possessor seizes the produced product or raw materials to produce the product. In cases where the object of the breached obligation is work that does not produce a product, the possessor seizes tools and means of production handed over by the obligor to perform the work.

3. If the profit generated from the possessed asset is not the result of exploiting the asset, the possessor must return this profit to the obligor. In cases where the possessor is managing the profit while the object of the obligation has already been handed over to the obligor before the obligor breaches the obligation, the possessor retains the profit until the obligation towards the possessor is fulfilled.

Chapter IV
DISPOSAL OF COLLATERAL

Article 49. General Provisions on the Disposal of Secured Assets

1. The disposal of secured assets must be carried out in accordance with the agreement of the parties, this Decree, and relevant laws.

In cases where the secured asset is a mineral exploitation right or another natural resource exploitation right, the disposal of the secured asset must comply with the provisions of the law on minerals, the law on other natural resources, and related laws.

2. The secured creditor may carry out the disposal of secured assets based on the agreement in the security contract without needing a power of attorney or consent from the debtor.

3. Where the Civil Code or other relevant laws stipulate that the asset being used as collateral must be disposed of to enable the debtor to fulfill another obligation, such asset shall be disposed of in accordance with those provisions.

4. The disposal of secured assets by the secured creditor to recover debts does not constitute a business activity of the secured creditor.

Article 50. Resolution of Cases Where the Debtor or the Obligor Under the Security Agreement is an Individual Who Dies or Is Declared Dead by the Court

In cases where the debtor or the obligor under the security agreement is an individual who dies or is declared dead by the court, the performance of obligations and the disposal of secured assets shall be carried out according to the security agreement or other agreements established before the death of the debtor or the obligor or before the court's declaration of death.

Where the heir of the estate which is the secured asset or the administrator of the estate which is the secured asset can be identified, the secured creditor must notify the disposal of the secured asset to such person at the address determined as provided for the debtor under Article 51 of this Decree.

Where the heir of the estate which is the secured asset or the administrator of the estate which is the secured asset cannot be identified but the secured obligation has become due, the secured creditor has the right to request the court to resolve the matter.

Article 51. Notification of the Disposal of Secured Assets

1. The notification document regarding the disposal of secured assets shall contain the following main contents:

a) Reasons for disposing of the secured asset;

b) The secured asset to be disposed of;

c) Time and place of disposal of the secured asset.

2. The method of notifying the disposal of secured assets shall be carried out according to the agreement. In the absence of an agreement, the secured creditor shall directly send the notification document to the debtor or through an agent, postal service, electronic means in the form of data messages, or other methods to the address provided by the debtor.

If the debtor changes their address without informing the secured creditor, the debtor's address shall be determined according to the address previously provided by the debtor, according to the security agreement, or according to information stored at the registration authority for security measures.

3. Where an asset is used to secure multiple obligations or held by another person, the notification document must be sent simultaneously to the debtor, other co-secured creditors (if any), and the holder of the secured asset.

Where an asset is used to secure multiple obligations and there are multiple co-secured creditors, in addition to the notification methods prescribed in Clause 2 of this Article, it may also be implemented by registering the notification document for the disposal of secured assets in accordance with the law on registration of security measures.

4. The time limit for notifying the disposal of secured assets to the debtor must be carried out according to the agreement in the security agreement or other agreements. In the absence of an agreement, it must be carried out within a reasonable period, but at least 10 days prior for movable assets or at least 15 days prior for immovable assets, counting from the date of disposal of the secured asset, except in cases where the secured asset is disposed of immediately according to the provisions of Clause 1 of Article 300 of the Civil Code.

Where the secured asset is listed securities, goods traded on a commodity exchange, or other movable assets whose specific and clear market value can be determined, it shall be implemented according to the provisions of Clause 3 of Article 52 of this Decree.

Article 52. Delivery of collateral assets, disposal of pledged and mortgaged assets

1. The parties may agree on the delivery and disposal of part or all of the collateral assets.

In cases where a debt is secured by multiple assets and the parties have not agreed on the selection of collateral assets for disposal and there are no other provisions in relevant laws, the secured party has the right to select the collateral assets for disposal or dispose of all collateral assets.

2. Where the parties agree on the disposal of pledged and mortgaged assets through auction and have specific agreements on auction procedures and auction organizations, the disposal of assets shall be carried out according to such agreements. In the absence of specific agreements, the disposal shall be conducted in accordance with the laws on asset auctions.

3. Where the parties have no agreement on the method of disposing of collateral assets and the collateral assets are listed securities, goods traded on commodity exchanges, or movable assets whose specific and clear market prices can be determined, the secured party may sell them at the market price of the securities exchange or related trading platforms but must notify the guarantor and other co-guarantors (if any) before selling.

4. The period for disposing of collateral assets shall be implemented according to the agreement in the guarantee contract or other agreements. In the absence of an agreement, the secured party shall decide the disposal period after fulfilling the notification obligation stipulated in Clause 4, Article 51 of this Decree.

5. The guarantor or the person holding the collateral assets has the obligation to deliver the collateral assets to the secured party according to the notice on the disposal of collateral assets prescribed in Article 51 of this Decree.

6. If the guarantor or the person holding the collateral assets does not deliver the collateral assets as agreed, the secured party has the right to examine and inspect the actual condition of the collateral assets to prevent the dissipation of the collateral assets, to dispose of them, or to request the court to resolve the matter.

7. If the holder of the collateral assets is a third party, the guarantor and the holder of the collateral assets have the responsibility to cooperate with the secured party in examining and inspecting the actual condition of the collateral assets.

8. If the guarantor or the person holding the collateral assets fails to deliver the collateral assets as agreed or as provided for in Article 301 of the Civil Code, fails to cooperate, or engages in acts that obstruct the examination and inspection of the actual condition of the collateral assets, causing damage to the secured party, they must compensate for the loss.

Article 53. Rights and obligations of the secured party during the period when the collateral assets have not been disposed of

1. The secured party has the responsibility to preserve and maintain the collateral assets when holding them for disposal.

2. During the waiting period for the disposal of collateral assets, the secured party may exploit and use the collateral assets or permit the guarantor or authorize a third party to exploit and use the collateral assets in accordance with their functions and purposes. Any permission, authorization, or handling of income generated from the exploitation and use of the collateral assets must be documented in writing.

3. Income generated from the exploitation and use of the collateral assets shall be used to settle the guaranteed obligation for the secured party after deducting necessary expenses for the exploitation and use of the assets.

Article 54. Disposal of collateral assets that are integrated items; assets with attached property; claims for debt repayment, receivables, other payment demands; negotiable instruments, securities, deposit balances; bills of lading, transport documents

1. The secured party may dispose of all parts and components of integrated collateral assets simultaneously. In cases where the collateral assets include multiple attached properties that can be divided, they shall be disposed of separately; if not divisible, they shall be disposed of simultaneously.

2. The secured party has the right to request a third party who has payment obligations, debt repayment obligations, or other obligations to transfer funds or other assets to itself. The secured party must prove its rights when the obligor requests proof.

3. The secured party shall dispose of collateral assets such as negotiable instruments, securities, and deposit balances at credit institutions or foreign bank branches according to the agreement of the parties or the provisions of Article 52 of this Decree.

4. When the secured party exercises possession over goods recorded on collateral assets such as bills of lading or transport documents, it shall present these documents according to procedures stipulated by maritime, air transport laws, or other relevant laws. If these laws do not provide such regulations, the disposal of goods recorded on bills of lading or transport documents shall follow the provisions of Article 52 of this Decree.

5. Where the secured party is also the obligor, the secured party may offset its obligations from the proceeds or assets obtained under this Article.

Article 55. Disposal of collateral assets that are future assets

The disposal of collateral assets that are future assets shall be carried out according to the agreement of the parties. Such agreements may include the following contents:

1. In cases where the collateral asset has not yet been formed or has been formed but not yet registered with a Certificate of Ownership as required by law, the secured party may transfer the purchase contract for the asset, other contracts establishing rights to future assets, take possession of the collateral asset directly to replace the performance of the secured obligation, or sell the future asset according to the law.

2. In cases where the collateral asset has been formed and the guarantor has established ownership over the asset, the secured party may take possession of the asset directly to replace the performance of the secured obligation or dispose of the asset according to general provisions on the disposal of current collateral assets.

Article 56. Disposal of mortgaged assets that have been invested

1. In cases where investment into mortgaged assets as stipulated in Article 20 of this Decree results in new assets or increased assets due to investment (hereinafter referred to as newly generated assets) that are not included in the mortgaged assets according to the mortgage contract, the following shall apply:

a) If the newly generated assets can be separated from the mortgaged assets without reducing their value or depreciating them compared to their value before investment, the disposal of the assets will not include the newly generated assets, which will be returned to the investor by the mortgagee.

b) If the newly generated assets cannot be separated as provided in point a of this clause, the disposal of the assets will include the newly generated assets, and the investor will be compensated by the mortgagee for the value of this part.

2. In cases where the newly generated assets continue to be used as collateral while also securing the performance of other obligations, the provisions regarding one asset being used to secure multiple obligations shall apply.

3. In cases where the newly generated assets are no longer used as collateral but are used to secure the performance of other obligations, the following shall apply:

a) If the newly generated assets can be separated from the mortgaged assets without reducing their value or depreciating them compared to their value before investment, the secured party may separate the portion of the asset it secures.

b) If the newly generated assets cannot be separated as provided in point a of this clause, the disposal of the assets shall follow the provisions of point b of Clause 1 of this Article. The value of the newly generated assets shall be paid by the mortgagee to another secured party.

4. The mortgagee shall be compensated for damages according to the provisions of Clause 4 of Article 20 of this Decree from the proceeds of the disposal of the mortgaged assets.

5. The disposal of mortgaged assets that have been invested shall be governed by the provisions of Clauses 1, 2, 3, and 4 of this Article if the parties do not have a different agreement or if relevant laws do not provide otherwise.

Article 57. Recovery of Secured Property

1. The guarantor may recover secured property in the following cases:

a) Fulfilling the obligations stipulated in Article 302 of the Civil Code;

b) The secured property has been replaced or exchanged for other property;

c) The obligation secured has been settled through set-off;

d) Other cases as agreed upon or as provided by the Civil Code or other relevant laws that the secured property shall not be processed.

2. In cases under Clause 1 of this Article, if the auctioned property law or other relevant laws provide for obligations to be fulfilled before recovery of the secured property, the guarantor may only recover the secured property after completing such obligations.

Article 58. Purchase, Assignment, and Other Transfer of Ownership Rights over Secured Property

1. The buyer, assignee, or other transferee of ownership rights over secured property (hereinafter referred to as the transferee) shall have ownership rights over the property and shall be entitled to receive a Certificate of Ownership from the competent authority in accordance with the law.

Where the transferee of secured property is shares or capital contribution in a commercial entity or non-commercial entity, it is a social enterprise that succeeds the rights and obligations of the guarantor regarding such shares or capital contribution in the entity.

2. In cases where the secured property has been disposed of and ownership rights transferred, the competent authority shall apply one of the following documents to carry out the procedure for transferring ownership rights to the transferee:

a) A purchase agreement, assignment agreement, or other agreement on the transfer of ownership rights over secured property between the owner of the property or the person authorized to sell the property and the transferee;

b) An auction sale agreement;

c) A guarantee agreement or another document proving the transfer of ownership rights over secured property.

3. In cases where the law requires the transfer of ownership rights to be approved in writing by the owner, an agreement between the owner of the property, the person authorized to sell the property, and the transferee, or between the judgment debtor and the transferee regarding the disposal of secured property, the documents specified in Clause 2 of this Article shall be used to replace such documents.

4. The buyer who acquires secured property through an auction at an authorized organization shall be protected according to the provisions of the Civil Code, Auction Law, and other relevant laws.

Article 59. Acceptance of Secured Property in Lieu of Performance of Secured Obligations

1. If the guarantor and the secured creditor agree to process the secured property by having the secured creditor accept the secured property in lieu of performing the secured obligations, the secured creditor shall establish ownership rights in accordance with Article 223 of the Civil Code.

2. The secured creditor must provide the guarantee agreement or another document containing an agreement on their right to accept the secured property in lieu of performing the secured obligations, and the Certificate of Secured Property (if any), to the competent authority to carry out the procedures for transferring ownership rights and land use rights in accordance with relevant laws.

Chapter V
IMPLEMENTING PROVISIONS

Article 60. Effective Date

1. This Decree takes effect from May 15, 2021.

2. Decree No. 163/2006/NĐ-CP dated December 29, 2006 of the Government on Secured Transactions, and Decree No. 11/2012/NĐ-CP dated February 22, 2012 of the Government amending and supplementing certain articles of Decree No. 163/2006/NĐ-CP dated December 29, 2006 of the Government on Secured Transactions shall cease to be effective from the date this Decree takes effect.

Article 61. Transitional Provisions

1. Guarantee contracts and security measures established and implemented before the effective date of this Decree shall continue to be governed by Decree No. 163/2006/NĐ-CP dated December 29, 2006 of the Government on Secured Transactions, and Decree No. 11/2012/NĐ-CP dated February 22, 2012 of the Government amending and supplementing certain articles of Decree No. 163/2006/NĐ-CP dated December 29, 2006 of the Government on Secured Transactions.

2. For guarantee contracts and security measures specified in Clause 1 of this Article that have not yet been implemented or are currently being implemented and whose contents differ from those prescribed in this Decree, the parties may agree to amend and supplement the guarantee contracts and security measures in compliance with this Decree and to apply the provisions of this Decree.

Article 62. Responsibility for Implementation

1. The Minister of Justice shall organize the implementation of this Decree.

2. The Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees under central cities, relevant agencies, organizations, and individuals shall be responsible for implementing this Decree.