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Recently, the Government has issued Decree No. 99/2022/ND-CP on registration of security interests (“Decree 99”), replacing Decree 102/2017/ND-CP (“Decree 102”) on September 1, 2017. Accordingly, Decree 99 has some remarkable new points as follows:

1. Amending cases of registration of collateral

Decree 99 has changed the way to regulate the registration of security interests by providing registration cases instead of mortgages and pledges for certain specific assets. Accordingly, there are 4 registration cases including:

• Registration of mortgage of assets, pledge of assets, and retention of ownership rights in accordance with the provisions of the Civil Code and other relevant laws.
• Registration under the agreement between the securing party and the secured party or at the request of the secured party, except for assets holding;
• Registration of notices of disposal of security assets in case an asset is used to secure the performance of many obligations in which many parties are jointly secured or in cases where the securing party and the secured party have agreement.
• Registration of amendments of registered content (hereinafter referred to as amendment registration); deregistration of registered content (hereinafter referred to as deregistration) for the case specified at Points a, b, and c of this Clause.

On the other hand, a remarkable point in the new regulation is that the recognition of centrally registered securities at the Vietnam Securities Depository and Clearing Corporation is an object used to register security interests.

2. Supplementing cases of registration of security interests with land use rights and assets attached to land

a. Supplementing cases where compulsory registration is required:

Besides the cases specified in Decree 102, Decree 99 supplements cases such as: Mortgage of housing construction investment projects, non-residential construction investment projects, projects agricultural projects, forest development projects, and other investment projects that use land concurrently with land use rights allocated by the State with collection of land use levy or leased in the form of one-time payment for the entire renting period. 

b. Specifying cases of registration on request:

If Decree 102 only generally stipulates the case of mortgage of assets attached to land formed in the future, Decree 99 has clarified these types of assets. Specifically:

• Mortgage of houses formed in the future, other properties attached to land formed in the future;
• Mortgage of assets attached to land that are established but not houses, which are not required by law to be registered for ownership and have not been registered as required, except for cases where assets attached to the land is an annual plant according to regulations.

3. Supplementing a way to determine the countervailing force against a third person

The Decree has supplemented regulations on countervailing force against third parties of security transaction registration in order to be consistent with the Civil Code and Decree No. 21/2021/ND-CP. Accordingly, the security transaction registration of the original registrar remains valid in the following cases:

• Centrally unregistered securities that have been registered for security transactions but then converted into centrally registered securities (and vice versa) which continue to be used to secure the performance of obligations for or the parties jointly receive the original security;
• Goods circulated in the process of production and trading, components and supplies which have been registered, then assembled, manufactured, processed or otherwise processed to form new assets and such assets are used to secure the performance of an obligation, registered, but the value of the goods circulated in the process of production and business or the value of components and supplies continues to be used to secure performance of obligations for the party or parties jointly receiving the original security;
• Property rights arising from a house sale and purchase contract or from a sale or purchase contract or another contract of transfer of ownership rights to other assets attached to land that have been registered and then transferred to registration of sign mortgage on houses, mortgage other properties attached to land.

4. Allows the use of electronic signatures to register secured transactions online

From 15 January 2023, in case secured transactions are registered online, electronic signatures and seals can be used for registration and have the same value as those used on paper documents.