CIRCULAR Guiding a number of matters regarding the competence, order and procedures for registration of, and supply of information on, security transactions at Centers for Registration of transactions and assets of the national Registry for security transactions under the Justice Ministry Pursuant to the June 14, 2005 Civil Code; Pursuant to the Government's Decree No. 62/2003/ND-CP of June 6, 2003, defining the functions, tasks, powers and organizational structure of the Justice Ministry; Pursuant to the Government's Decree No. 08/2000/ND-CP of March 10, 2000, on registration of security transactions, In order to ensure the uniformity of the registration of security transactions, the Justice Ministry guides a number of matters regarding the competence, order and procedures for registration of, and supply of information on, security transactions at the centers for registration of transactions and assets of the National Registry for Security Transactions under the Justice Ministry as follows: I. GENERAL PROVISIONS 1. Scope of application This Circular guides the following matters: 1.1. The competence, tasks and powers of centers for registration of transactions and assets (below referred to as registration centers) of the National Registry for Security Transactions under the Justice Ministry for registration of, and supply of information on, security transactions; 1.2. The procedures for registration of, and supply of information on, security transactions are carried out at registration centers. This Circular does not guide the order and procedures for registration of, and supply of information on, security transactions through electronic media. 2. Cases of registration at registration centers 2.1. Cases of registration at registration centers include: a/ Mortgage of assets, including mortgage of assets to be formed in the future and mortgage of assets to secure the future performance of obligations (below collectively referred to as security transactions); b/ Modification, error correction, extension or deletion of asset mortgage registrations provided for at Point 2.1.a of this Clause; c/ Written notices on disposal of security assets for registered security transactions; d/ Other cases of registration as specified by law. 2.2. Security assets in the cases specified at Point 2.1 of this Clause are the following, except for aircraft, seagoing ships, land use rights, residential houses, other architectures, forest trees and perennial trees: a/ Automobiles, motorcycles, other motorized means of road transport; means of railway transport; b/ Fishing ships; means of inland waterway transport; c/ Machinery, equipment, production chains, raw materials, fuels, materials, consumer goods, other goods, precious metals, gemstones; d/ Vietnamese currency and foreign currencies; e/ Stocks, bonds, bills of exchange, promissory notes, deposit certificates, checks and other valuable papers which are specified by law, can be monetized and are permitted for transactions; f/ Economic rights deriving from copyright, industrial property rights or rights to plant varieties; rights to claim debts and other economic rights of securing parties originating from contracts or other legal grounds; g/ Property rights to amounts of capital contributed to enterprises; h/ Right to exploit natural resources which are used to secure the performance of civil obligations according to the provisions of law; i/ Profits, right to receive insurance sums for security assets or other benefits obtained from security assets specified at Point 2.2 of this Clause; j/ Other movables specified in Clause 2, Article 174 of the Civil Code; k/ Assets attached to land as specified in Clause 3, Section I of Joint Circular No. 05/2005/TTLT-BTP-BTNMT of June 16, 2005, of the Justice Ministry and the Natural Resources and Environment Ministry, guiding the registration of mortgage of, or guarantee with, land use rights or assets attached to land. 3. Competence of registration centers 3.1. Registration centers established in a number of localities under the Justice Minister's decisions are competent to register and supply information on security transactions at the request of individuals or organizations throughout the country, regardless of administrative boundaries of localities where they are based. Individuals and organizations defined in Clause 6 of this Section may request one of those registration centers to carry out the registration of security transactions. All individuals and organizations may request one of those registration centers to supply information on security transactions. 3.2. The registration of, and supply of information on, security transactions by different registration centers have the same legal validity. 4. Tasks and powers of registration centers in the registration of, and supply of information on, security transactions 4.1. A registration center has the following tasks and powers in the registration of security transactions: a/ To carry out the registration in the cases specified in Clause 2 of this Section; b/ To certify registration of security transactions, registration of changes in contents of previously registered security transactions, registration of extension of security transactions, correction of errors, deletion of security transaction registration, registration of written notices on disposal of security assets; and to supply copies of documents so certified; c/ To notify parties that are all secured by the same security asset of the disposal of that asset; d/ To collect the registration fee; e/ To reject registration applications and clearly state reasons for the rejection in any of the circumstances specified at Point 10.1, Clause 10 of this Section; f/ To archive dossiers and documents, and preserve registered information; g/ To perform other tasks and exercise other powers as provided for by law. 4.2. A registration center has the following tasks and powers in the supply of information on security transactions: a/ To supply information on security transactions archived in the national database on security transactions; b/ To collect the information supply charge; c/ To refuse to supply information on security transactions in any of the circumstances specified at Point 10.2, Clause 10 of this Section. 5. Responsibilities of registrars 5.1. To carry out registration and information supply within the time limit and according to the order and procedures specified in this Circular. 5.2. To register accurately contents declared in registration applications. 5.3. A registrar who fails to register accurately contents declared in a registration application, thus causing damage shall pay compensation for the damage according to the provisions of law on public employees' liability to pay compensations for damage. 6. Registration applicants 6.1. A registration applicant may be a securing party, a secured party or head of a team for management and liquidation of assets of a secured party that is an enterprise or a cooperative falling into the state of bankruptcy or a person authorized by any of those entities. When the securing party or the secured party is changed, the new securing party or the new secured party may be the applicant for registration of that change. 6.2. Except for the following cases, a registration applicant who is an authorized person is required to submit the original of the letter of authorization upon filing of the registration application: a/ A legal person authorizes its branch, representative office or executive office to file a registration application; b/ A securing party or a secured party is composed of different organizations or individuals, which authorize one of them to file a registration application; c/ A person authorized to file a registration application is a regular client of a registration center. 7. Responsibilities of registration applicants: 7.1. A registration applicant shall fill in all declaration items in his/her registration application according to the form promulgated together with this Circular (not printed herein). Declared information must be accurate, truthful and consistent with the parties' agreement on security transaction. 7.2. When a registration applicant inaccurately or untruthfully fills in declaration items or the declared information is inconsistent with the parties' agreement on security transaction, thus causing damage, he/she shall pay a compensation to damage sufferers. Parties to a security transaction shall bear responsibility for that transaction if any illegal content is found. 7.3. Registration applicants shall pay the registration fee. 8. Time of registration of security transactions 8.1. Time of registration of a security transaction is the time when a registration center receives a valid application for security transaction registration. 8.2. In the following cases, the time of registration of a security transaction is determined as follows: a/ If the registration applicant files a written request for correction of his/her application's errors regarding the name and serial number of the paper evidencing the legal status of the securing party or makes declarations at variance with the guidance in Clause 9 of this Section, the time of registration of the security transaction is the time when the registration center receives a valid request for error correction; b/ If the registration applicant files a written request for correction of his/her application's errors regarding the security asset, the time of registration of the security transaction for the erroneous part of that asset is the time when the registration center receives a valid request for error correction; c/ If the registration applicant files a written request for registration of a change in registered information, the time of registration of changes remains to be the time when the registry receives the application as defined at Point 8.1 of this Clause. If the registration applicant requests the additional registration of the security asset, the time of registration of the security transaction for the added part of asset is the time when the registration center receives a valid request for registration of a change in registered information; d/ If the registration applicant files a written request for correction of errors made by the registrar, the time of registration is the time when the registry receives the application as defined at Point 8.1 of this Clause. 8.3. Time of receipt of a registration application is determined as follows: a/ If the application is filed directly or sent by post to a registration center, the time of registration is the time when the registration center receives it; b/ If the application is sent by fax during the working hours to a registration center, the time of registration is the time when the application is received by fax. If the application is sent by fax after the working hours to a registration center, the time of registration is the time when the next working session starts. 8.4. Valid registration applications are those which have all their declaration items completed. 9. Guidance for filling in the registration applications 9.1. For individuals being Vietnamese citizens: To fully declare their full names as shown in their people's identity cards; the serial numbers of their people's identity cards or one of the following papers, if they have no people's identity cards: a/ Officer's identity card, soldier's identity card; b/ People's police certificate, people's security force identity card, certificate of workers or employees in the People's Public Security Forces. 9.2. For individuals being foreigners: To fully declare their full names according to their passports; and the serial numbers of their passports. 9.3. For individuals being stateless persons residing in Vietnam: To declare their full names as shown in their permanent residence cards; and the serial numbers of their permanent residence cards. 9.4. For organizations established under Vietnamese law: a/ For legal persons with business registrations: To declare their names as shown in their business registration certificates, and the serial numbers of their business registration certificates. b/ For legal persons without business registrations: To declare their names as shown in their establishment decisions or investment licenses (for foreign-invested enterprises), and the serial numbers of their establishment decisions or investment licenses. c/ For branches, representative offices or executive offices authorized by legal persons to enter into security transactions: To declare those legal persons as parties to security transactions under the guidance at Points 9.4.a and 9.4.b of this Clause. It is not compulsory to declare information on branches, representative offices or executive offices that have entered into security transactions under authorization. If an organization entering into a security transaction is a branch, transaction office or an attached unit of a credit institution, only declarations on that branch, transaction office or attached unit are required. d/ For individual business households, private enterprises or other organizations without the legal persons status (except for branches, representative offices or executive offices of legal persons) entering into security transactions: To declare the heads of households, the owners of private enterprises or the representatives at law of organizations as parties to those security transactions under the guidance at Points 9.1, 9.2 and 9.3 of this Clause. It is not compulsory to declare information on individual business households, private enterprises or other organizations without the legal person status. 9.5. For organizations established and operating under foreign laws: To declare their names registered with competent foreign agencies and declare certificates or establishment or operation registrations, if any, granted according to provisions of laws of their countries. If an organization's registered name is not written in Latin letters, it shall declare its transaction name in English. 9.6. Information declared together with the papers specified at Points 9.1, 9.2, 9.3, 9.4 and 9.5 of this Clause (hereinafter collectively referred to as papers evidencing the legal status) must be sufficient and true to contents written in those papers. Names of parties to a security transaction must not be declared in abbreviated forms. Registration applicants shall not make declarations according to papers other than those evidencing their legal status. 9.7. Signing of registration applications: a/ A registration application must bear all signatures and seals (if any) of organizations or individuals being parties to a security transaction or their authorized persons; or signature and seal of the head of the asset management and liquidation team or his/her authorized person, if he/she is the registration applicant. b/ A registration application is required to bear the signature and seal (if any) of only one party to a security transaction or that party's authorized person, if one of other parties to the transaction refuses to sign the registration application. In this case, the registration applicant encloses documents on the security transaction with the registration application. c/ An application for registration of changes in registered information on the secured party, correction of errors in information on the secured party, written notice on disposal of security asset or deletion of the security transaction registration is required to bear the signature and seal (if any) of the secured party only or the person authorized by that party to file that registration application. 10. Cases of refusal to carry out the registration or refusal to supply information 10.1. In any of the following circumstances, a registration center may refuse to carry out the registration: a/ A registration application is invalid; b/ A registration application is detected to be identical to another application which has been previously received; c/ Declarations of already registered information in an application for registration of changes in that information, an application for correction of errors, an application for registration of an extension or a written notice on disposal of security asset, or an application for deletion of previous registration are inconsistent with the information archived at the registration center; d/ A registration application is sent by fax though the registration applicant is not a regular client of the registration center; e/ Registration of changes in already registered information, correction of errors, registration of an extension, or registration of a written notice on disposal of security asset is requested for a security transaction of which the registration has been deleted; f/ An application for security transaction registration falls beyond the competence of the registration center as defined in Clause 2, Section I of this Circular; g/ A registration applicant fails to pay the registration fee. 10.2. In any of the following circumstances, a registration center may refuse to supply information on security transactions: a/ An application for information supply is invalid; An invalid application for information supply means an application which does not contain all required declaration items according to the form promulgated together with this Circular (not printed herein); b/ An application for information supply is sent by fax though the applicant is not a regular client of the registration center; c/ An applicant for information supply fails to pay the information supply charge. 11. Modes of filing of registration applications or information supply applications, payment of the registration fee, the information supply charge 11.1. A registration applicant or an information supply applicant files his/her application by one of the following modes: a/ Filing the application directly at a registration center; b/ Sending the application by post; c/ Sending the application by fax. The mode of sending applications by fax is applicable only to organizations and individuals being regular clients of a registration center. A registration applicant that files a voluminous application may attach that application's electronic version with its written version sent by one of the above modes. 11.2. A registration applicant or an information supply applicant shall pay the registration fee or the information supply charge by one of the following modes: a/ Paying directly at a registration center when his/her registration application or information supply application is received by that registration center; b/ Transferring a fee or charge amount through the postal money transfer service and sending the money transfer bill together with the registration application or information supply application; c/ Transferring a fee or charge amount into an account of a registration center where his/her application is received, and sending to that registration center a document certifying the account transfer upon filing the registration application or information supply application; d/ Paying an accreditative revenue or accreditative expenditure via bank or the State Treasury, or making payment from an advance amount already remitted into a registration center's account, if the registration applicant or information supply applicant is a regular client of that registration center. For payments made by the mode of accreditative revenues or accreditative expenditures, the payment of registration fee or information supply charge shall be made according to monthly payment notices of registration centers. Regular clients shall pay in full the registration fee or the information supply charge amounts of a month by the 25th day of the following month at the latest. 12. Regular clients of registration centers 12.1. An organization or individual that wishes to become a regula

Thông tư 06/2006/TT-BTP