Laws of Vietnam

Pursuant to Article 91 of the 1992 Constitution of the Socialist Republic of Vietnam;

Pursuant to the Commercial Law;

Pursuant to the Vietnam State Bank Law and the Credit Institutions Law;

This Ordinance provides for negotiable instruments.

Chapter I

GENERAL PROVISIONS

Article 1.- Scope of regulation

This Ordinance governs the negotiable instrument relations arising from commercial activities related to banking and credit activities in the issuance, acceptance, transfer, guaranty, payment, payment claim, lawsuit initiation and pledge of negotiable instruments in the Socialist Republic of Vietnam.

Article 2.- Subjects entitled to issuance

Drawers and issuers prescribed in this Ordinance must be enterprises, including State enterprises, limited liability companies, joint-stock companies, partnership companies, private enterprises, enterprises with foreign-invested capital, enterprises of political as well as socio-political organizations and cooperatives.

Credit institutions shall be neither drawers nor issuers.

Article 3.- Interpretation of terms

In this Ordinance the following terms shall be construed as follows:

1. "Negotiable instruments" are valuable written notes recording unconditional orders or commitments to pay a specified sum of money within a definite time. Negotiable instruments consist of drafts and orders of payment.

2. "Drafts" are valuable written notes made by drawers, requesting drawees to unconditionally pay to payees a specified sum of money on demand or at a definite time in future.

3. "Orders of payment" are valuable written notes made by issuers, committing to unconditionally pay to payees a specified sum of money on demand or at a definite time in future.

4. "Drawers" are those that draw and issue drafts.

5. "Drawees" are those responsible for paying the money amounts inscribed on the drafts.

6. "Payees" are those whose names are inscribed on negotiable instruments and are paid the money amounts inscribed on negotiable instruments or whatsoever transferees of negotiable instruments as prescribed in this Ordinance.

7. "Issuers" are those that make, sign and issue orders of payment.

8. "Concerned parties" include drawers, drawees, issuers, transferors, pledgors or guarantors.

9. "Issuance" means the first-time making, signing or transfer of negotiable instruments by drawers or issuers to payees.

10. "Transfer" means the act whereby the payee transfers a negotiable instrument to the transferee in return for an amount of money or for payment of an obligation.

11. "Acceptance" means the commitment of a drawee to pay part or the whole of the sum of money inscribed on the negotiable instrument when it matures through signing for acceptance the negotiable instrument as prescribed in this Ordinance.

12. "Signature" means the signature hand-written directly by the persons with the rights and/or obligations related to the negotiable instrument, and affixed with a stamp (if any).

13. "Negotiable instrument relations" mean relations between the payees and the concerned parties and relations among the concerned parties in the issuance, acceptance, transfer, guaranty, payment, payment claim, lawsuit initiation and/or pledge of negotiable instruments.

14. "Negotiable instrument relations involving foreign factors" mean negotiable instrument relations participated by foreign persons and/or foreign legal persons in the capacity of drawers, drawees, issuers, transferors, transferees, guarantors and/or payees.

Article 4.- Application of international agreements and international commercial practices to negotiable instrument transactions with foreign countries

1. In cases where an international agreement signed or acceded to by the Socialist Republic of Vietnam contains provisions different from those of this Ordinance, the parties to negotiable instrument relations shall apply the provisions of such international agreement.

2. International commercial practices shall be applicable to negotiable instrument relations involving foreign factors only if they are not contrary to the Vietnamese laws.

3. In cases where a negotiable instrument is issued in Vietnam but accepted, transferred, guaranteed or paid in another country, it must be made, signed and issued according to the provisions of this Ordinance.

4. In cases where a negotiable instrument is issued in another country and it is accepted, transferred, guaranteed or paid in Vietnam, the rights and obligations of the parties related to the negotiable instrument are stipulated as follows:

a/ The effect of the acceptance, transfer and/or guaranty of the negotiable instrument is determined in accordance with the provisions of Vietnamese laws;

b/ The maturity of a negotiable instrument is determined in accordance with the provisions of Vietnamese laws;

c/ The rights and obligations of the payees related to the presentation of the negotiable instrument for acceptance or payment claim when the negotiable instrument is neither accepted nor paid, are determined in accordance with the provisions of Vietnamese laws.

Article 5.- Determination of time-limits of negotiable instrument

1. The time-limit for payment of a negotiable instrument, the time-limit for payment claim and the time-limit for lawsuit initiation when a dispute arises over negotiable instrument relations, shall include public holidays and weekends; if the last day of the time-limit coincides with a public holiday or weekend, it may be carried forward to the subsequent working day.

2. The time-limit for payment of a negotiable instrument prescribed in this Ordinance is a short-term one, except for special cases to be prescribed by the Vietnam State Bank. The specific time-limit for payment of a negotiable instrument shall be determined by its payee and drawer or issuer.

Article 6.- Sums of money payable on negotiable instruments

1. The sum of money payable on a negotiable instrument must be inscribed in both figures and words. The sum of money inscribed in words must not be different from that inscribed in figures. If there is a difference between the sum of money inscribed in figures and that in words, the smaller one shall be valid for payment.

2. The sum of money payable on a negotiable instrument must be inscribed in Vietnam dong, except for cases where it is inscribed in a foreign currency under the provisions of the legislation on foreign exchange management. If on a negotiable instrument the payable sum of money is inscribed in a foreign currency at variance with the legislation on foreign exchange management, it shall be paid in Vietnam dong at an exchange rate publicized by the Vietnam State Bank at the time of payment.

Article 7.- Forms of negotiable instruments, language used in negotiable instruments

1. Negotiable instruments must be made on the pre-printed forms issued by the Vietnam State Bank. They must be made in Vietnamese. Where a foreign factor is involved, the negotiable instruments must be made in Vietnamese and English.

2. The use of electronic information forms in negotiable instrument relations shall comply with the Government’s regulations.

Article 8.- Loss of negotiable instruments

1. Where a negotiable instrument is lost or damaged, the payee must immediately notify the drawee and drawer or issuer thereof. The payee must clearly state in what circumstances the negotiable instrument is lost or why it is damaged and shall be held responsible for the authenticity of his/her/its notice.

2. The payee shall be entitled to request the drawer or issuer to draw a substitute negotiable instrument after notifying the loss or damage of the negotiable instrument.

3. Where the payee has made a notice on the loss or damage of a negotiable instrument as prescribed in Clause 1 of this Article, such negotiable instrument shall no longer be valid.

Article 9.- Contents of State management over negotiable instruments

The contents of State management over negotiable instruments include:

1. To promulgate and organize the implementation of legal documents on negotiable instruments;

2. To propagate and disseminate laws on negotiable instruments;

3. To supervise, examine, inspect and handle violations of the legislation on negotiable instruments;

4. To organize the printing, supply and preservation of negotiable instrument forms.

5. To sign and accede to international agreements on negotiable instruments.

Article 10.- Agencies that exercise State management over negotiable instruments

1. The Government shall exercise the unified State management over negotiable instruments.

2. The Vietnam State Bank shall be responsible to the Government for exercising the State management over negotiable instruments.

3. The ministries, ministerial-level agencies and agencies attached to the Government shall, within the ambit of their respective tasks and powers, take responsibility for State management over negotiable instruments according to the Government’s assignment.

4. The People’s Committees of the provinces and centrally-run cities shall, within the ambit of their tasks and powers, take responsibility for State management over negotiable instruments in their respective localities according to the Government’s assignment.

Chapter II

TYPES OF NEGOTIABLE INSTRUMENTS

Section I. DRAFTS

Article 11.- Contents of drafts

1. A draft must fully have the following contents:

a/ The word "Hoi phieu" (Draft) is inscribed on the front of the draft;

b/ The order to unconditionally pay a specified sum of money;

c/ The time-limit for payment of the draft;

d/ The place of payment of the draft;

e/ The name and address of the drawee;

f/ The name and address of the payee;

g/ The place and date of drawing;

h/ The name, address and signature of the drawer.

2. A draft that lacks one of the contents specified in Clause 1 of this Article shall be invalid.

3. In cases where a draft is not large enough for full inscription, it may be attached with an additional sheet as prescribed by the Government.

Article 12.- Obligations of drawers

A drawer shall be responsible before law for the drawing of drafts and obliged to pay the sum of money inscribed on a draft if the concerned drawee refuses to accept part or the whole of the sum of money on the draft when it is presented on time for acceptance.

Article 13.- Presentation for acceptance

1. By the maturity of a draft, the payee may present it to the drawee for acceptance. The drawee shall effect the acceptance immediately when the draft is presented. A draft is deemed to be refused for acceptance if it is not immediately accepted when presented.

2. The payee must present the draft to the drawee for the latter’s acceptance before it is transferred or, in cases where a draft may be paid after a definite time, from the date the draft is accepted.

Article 14.- Form of acceptance

1. The acceptance must be expressed by the act that the drawee inscribes on the draft the word "Chap nhan" (accepted), the sum of money already inscribed on the draft, the date of signing for acceptance and its signature.

2. In cases where only part of the sum of money inscribed on the draft is accepted, the drawee must clearly inscribe the word "Chap nhan" (accepted), the accepted amount of money, the date of signing for acceptance and its signature.

Article 15.- Commitment to acceptance

1. The acceptance by the drawee is unconditional.

2. When a draft matures, the acceptor is obliged to pay the already accepted amount of money inscribed thereon.

Article 16.- Obligations of the acceptor

With the acceptance of a draft, the acceptor has the following obligations:

1. To commit to pay the draft according to the accepted contents;

2. To recognize the existence of the drawer and the on-time payment of the drawer’s draft to the payee that has been transferred the draft under the provisions in Chapter IV of this Ordinance.

Section II. ORDERS OF PAYMENT

Article 17.- Contents of orders of payment

1. An order of payment must fully have the following contents:

a/ The words "Lenh phieu" (Order of payment) is inscribed on the front of the order of payment;

b/ The commitment to unconditionally pay a specified sum of money;

c/ The time-limit for payment of the order of payment;

d/ The place of payment of the order of payment;

e/ The name and address of the payee;

f/ The place and date of drawing;

g/ The name, address and signature of the issuer.

2. An order of payment that lacks one of the contents prescribed in Clause 1 of this Article shall be invalid.

3. In cases where an order of payment is not large enough for full inscription, it may be attached with an additional sheet as prescribed by the Government.

Article 18.- Obligations of issuers

The issuers of orders of payment shall be obliged to pay orders of payment to the payees when they mature.

Chapter III

GUARANTY AND PLEDGE OF NEGOTIABLE INSTRUMENTS

Section I. GUARANTY OF NEGOTIABLE INSTRUMENTS

Article 19.- Guaranty of negotiable instruments

Guaranty of a negotiable instrument is the act whereby a third party, hereinafter referred to as the guarantor, commits itself to the guarantee to pay the whole or part of the sum of money inscribed on the negotiable instrument if the negotiable instrument has matured but the guaranteed, that may be the drawee, issuer or transferee, fails to pay or pays not in full the amount of money inscribed thereon.

Article 20.- Forms of guaranty.

1. The guaranty of a negotiable instrument shall be effected by the guarantor in one of the following forms:

a/ The guaranty commitment is inscribed right on the negotiable instrument;

b/ The guaranty commitment is made in a separate written document attached to the negotiable instrument.

2. The guaranty commitment inscribed by the guarantor on the negotiable instrument must include the word "Bao lanh" (guaranty), the amount of money committed to be guaranteed, the name, address and signature of the guarantor and the name of the guaranteed.

Article 21.- Rights and obligations of the guarantor

1. The guarantor shall be obliged to pay the negotiable instrument with the right amount of money committed to be guaranteed if the guaranteed fails to fulfill its payment obligation when the negotiable instrument matures. The guaranty shall not be canceled unless the negotiable instrument is made in violation of the provisions on its form.

2. The guarantor that has fulfilled its guaranty obligation shall be entitled to request the guaranteed, the drawer and/or the acceptor, if any, that is jointly related to the fulfillment of the obligation, to repay the amount of security money already paid.

3. The guaranty of a negotiable instrument shall comply with the provisions of this Section, and other relevant provisions of the Civil Code and laws.

Section II. PLEDGE OF NEGOTIABLE INSTRUMENTS

Article 22.- Right to pledge negotiable instruments

The payees may pledge negotiable instruments according to the provisions in this Section, and other relevant provisions of the Civil Code and laws.

Article 23.- Transfer of negotiable instruments for pledging

The pledgor of a negotiable instrument must inscribe the phrase "Chuyen giao de cam co" (transferred for pledging), the name and address of the pledgor, sign on the negotiable instrument then transfer it to the pledgee.

Article 24.- Handling of pledged negotiable instruments

When the pledgor has fulfilled on time the secured obligations, the pledgee must return the negotiable instrument to the pledgor and inscribe thereon the phrase "Cham dut cam co" (termination of pledge). In cases where the pledgor fails to fulfill on time the secured obligation, the pledgee shall become the payee of the negotiable instrument and receive payment according to the secured obligation.

Article 25.- Public notarization

The written documents on the pledging of negotiable instruments need not to be certified by the State notary office nor authenticated by the People’s Committee of the competent level.

Chapter IV

TRANSFER OF NEGOTIABLE INSTRUMENTS AND RIGHTS OF PAYEES

Article 26.- Transfer

1. Negotiable instruments may be transferred among enterprises.

2. A negotiable instrument is transferred when the payee signs on the back side of the negotiable instrument and transfers it to the transferee. As from the time the transfer of a negotiable instrument is completed, the transferee shall become the payee of the negotiable instrument.

3. A negotiable instrument shall not be transferred when the phrase "Khong chuyen nhuong" (non-transferable) is inscribed thereon.

4. A negotiable instrument may be discounted or re-discounted according to the regulations of the Vietnam State Bank.

Article 27.- Conditions for the validity of a transfer.

1. The transfer of a negotiable instrument shall be valid when the following conditions are fully met:

a/ The whole sum of money inscribed on the negotiable instrument is transferred. The transfer of part of the sum of money inscribed on the negotiable instrument shall be invalid;

b/ The transferor must not inscribe on the negotiable instrument any additional conditions apart from the transfer contents prescribed in Article 29 of this Ordinance;

c/ The drawee signs for full acceptance with regard to drafts.

2. A negotiable instrument that has been past its maturity must not be transferred.

Article 28.- Transfer restrictions

1. The transferor shall be responsible for non-payment of the transferred negotiable instrument, except for cases prescribed in Clause 2 of this Article.

2. The transferor may disallow any subsequent transfer of the negotiable instrument by inscribing the phrase "Khong chuyen nhuong" (non-transferable) thereon. In this case the transferor shall not be responsible for the subsequent transfer of the negotiable instrument.

Article 29.- Form of signing for transfer

The signing for transfer must be made on the back side of the negotiable instrument or on the attached additional sheet and the name and address of the transferee, the date of transfer and the transferor’s signature must be fully inscribed.

Article 30.- Payees

A payee is considered lawful when the following conditions are met:

1. The negotiable instrument has yet to be past its maturity and there is no notice that it was refused in the past, if any;

2. The holding of the negotiable instrument is lawful;

3. There is no notice on any restrictions on the rights of the former payee(s) that transferred the negotiable instrument.

Article 31.- Rights of the payees

1. A payee that holds the negotiable instrument shall not be affected by any restrictions on the rights of the previous concerned parties.

2. A payee has the following rights:

a/ To request the concerned parties to pay the negotiable instrument when it matures;

b/ To transfer the negotiable instrument under the provisions in this Chapter;

c/ To pledge the negotiable instrument;

d/ To claim for payment and initiate a lawsuit over the negotiable instrument.

3. The person who has made payment for the negotiable instrument when it matures to the payee prescribed in Article 30 of this Ordinance shall be regarded as having fulfilled his/her payment obligation.

4. The subsequent payee of the negotiable instrument shall have the rights prescribed in Clauses 1 and 2 of this Article.

Article 32.- Foreign payees

An order of payment issued or transferred to a foreign payee not residing in Vietnam or a foreign legal person not permitted to do business in Vietnam must obtain the advance consent of the Vietnam State Bank.

Chapter V

PAYMENT OF NEGOTIABLE INSTRUMENTS

Article 33.- Determination of the time-limit for payment

1. The time-limit for payment of a negotiable instrument shall be determined by the drawer or issuer according to one of the following times:

a/ Upon presentation;

b/ After a given duration as from the date the draft is accepted;

c/ After a given duration as from the date of drawing;

d/ Payment to be made at a specific date.

2. A negotiable instrument on which several time-limits for payment or a time-limit for payment not specified in Clause 1 of this Article are/is inscribed shall be invalid.

Article 34.- Presentation of negotiable instrument for payment

1. A negotiable instrument is presented for payment according to the following provisions:

a/ The presentation must be made at the place inscribed on the negotiable instrument and on the date when the negotiable instrument matures or within two days after such date.

b/ A negotiable instrument with the time-limit for payment prescribed at Point a, Clause 1, Article 33 of this Ordinance must be presented for payment within 90 days from the date of its drawing.

2. The payee may present the negotiable instrument for payment at a date later than the time-limit inscribed thereon if such delay is caused by an objective obstacle(s) beyond the payee’s control and not by his/her fault. The time during which the objective obstacle(s) occurs shall not be included in the time-limit for payment,

3. When a negotiable instrument is fully paid, the payee must hand it with the attached additional sheet, if any, over to the payer.

Article 35.- Completion of payment of negotiable instruments

The payment of a negotiable instrument shall be deemed completed in the following cases:

1. The drawer, drawee or issuer pays the negotiable instrument on time to the payee;

2. The acceptor becomes the payee of the draft on or after its maturity.

3. The issuer becomes the payee of the order of payment on or after its maturity.

4. The payee cancels the negotiable instrument.

Article 36.- Immature payment

The drawee or issuer that makes payment for the negotiable instrument before its maturity at the request of the payee shall incur all losses arising from such immature payment.

Article 37.- Collection via banks

1. The payee may transfer a negotiable instrument to a bank for collection of the sum of money inscribed thereon. This authorized collection must be inscribed on the negotiable instrument with the phrase "Chuyen giao de nho thu" (transferred for authorized collection), the collecting bank’s name and the date of transfer for authorized collection.

2. The collecting bank may collect a charge as prescribed by the Vietnam State Bank. The collecting bank must present the negotiable instrument for payment to the drawee as prescribed in Article 34 of this Ordinance; if the negotiable instrument is not paid due to the collecting bank’s failure to present it for payment, the bank must make payment for the negotiable instrument to the payee.

3. The Vietnam State Bank shall prescribe in detail the procedures for the authorized collection of negotiable instruments via banks.

Chapter VI

CLAIM FOR PAYMENT AND INITIATION OF LAWSUITS OVER NEGOTIABLE INSTRUMENTS

Section I. CLAIM FOR PAYMENT ON NON-ACCEPTANCE OR NON-PAYMENT OF NEGOTIABLE INSTRUMENTS

Article 38.- The right to claim for payment

The payee shall have the right to claim for payment against the following subjects:

1. The drawer or guarantor, in cases where part or the whole of the draft is refused to be accepted as prescribed in Clause 1, Article 13 of this Ordinance;

2. The drawer or issuer, the transferor or guarantor, when the negotiable instrument matures but is not paid according to its contents;

3. The drawer, transferor or guarantor, in cases where the drawee is declared bankrupt or dissolved, regardless whether the draft has been accepted or not;

4. The drawer, transferor or guarantor, in cases where the drawer is declared bankrupt or dissolved and if the draft has not yet been accepted;

5. The issuer, transferor or guarantor, in cases where the issuer is declared bankrupt or dissolved.

Article 39.- Notice on refusal

In cases where a negotiable instrument is refused to be accepted or paid, the payee must notify in writing the drawer or transferor thereof.

Article 40.- Time-limit for notice

1. The payee must make notice on the negotiable instrument being refused to be accepted or paid within 4 days from the date of refusal.

2. Within 2 days from the date of receipt of such notice, each transferee must notify in writing the transferor of the refusal of the negotiable instrument, enclosed with the name and address of the previous notice-maker. This notification shall be made till the drawer or issuer receives the notice on the negotiable instrument being refused to be accepted or paid.

3. Within the time-limit for notification prescribed in Clause 1 and Clause 2 of this Article, if an objective obstacle(s) occurs beyond the notice- maker’s control and not due to his/her/its fault, the time during which the objective obstacle(s) occurs shall not be included in the time-limit for notification.

Article 41.- Responsibilities of the concerned parties

1. The drawer, issuer or transferor shall be responsible to the payee for the whole sum of money inscribed on the negotiable instrument.

2. The drawee and guarantor shall be responsible to the payee for the sum of money committed to be accepted or guaranteed.

3. The concerned parties shall be jointly responsible to the payee as prescribed in Clause 1 and Clause 2 of this Article.

Article 42.- Acceptance of payment claims

The transferor, drawer or issuer that receives the notice on the negotiable instrument being refused to be accepted or paid shall have to reply in writing to the payee. The transferor that has made payment to the payee shall be entitled to payment claim against the drawer or issuer.

Article 43.- The payable sums of money

The payee shall be entitled to request payment of the following sums of money:

1. The sum of money not accepted or paid;

2. The expenses for the payment claim and other related reasonable expenses, if any;

3. Interest on the late payment, calculated from the maturity of the negotiable instrument according to the interest rate of overdue debts set by the Vietnam State Bank.

Section II. INITIATION OF LAWSUITS OVER NEGOTIABLE INSTRUMENTS

Article 44.- The right to initiate lawsuits

1. Ten days after the date a notice on the negotiable instrument being refused to be accepted or paid is sent, if the payee fails to receive the full sum of money, he/she shall be entitled to initiate a lawsuit at a court against the concerned parties, except for the pledgor. The lawsuit dossier must include the written lawsuit and the negotiable instrument being refused to be accepted or paid.

2. Any payee that fails to present the negotiable instrument for payment within the time-limit prescribed in Article 34 of this Ordinance or fails to send a notice on the negotiable instrument being refused to be accepted or paid within the time-limit prescribed in Article 40 of this Ordinance shall lose the right to initiate lawsuit against the concerned parties, except for the drawer, issuer and acceptor.

3. The initiation of a lawsuit against one person shall not impede the initiation of lawsuit against other persons.

Article 45.- The concerned parties’ right to initiate lawsuit

The concerned parties against which a lawsuit is initiated as prescribed in Clause 1, Article 44 of this Ordinance shall have the right to initiate a lawsuit against his/her transferor or drawer, issuer or guarantor regarding the sum of money prescribed in Article 43 of this Ordinance from the date the obligation to pay the negotiable instrument is fulfilled.

Article 46.- The Court’s jurisdiction

1. The people’s courts of different levels shall have the jurisdiction to settle disputes related to negotiable instrument relations.

2. The procedures for settling disputes over negotiable instruments shall comply with the legislation on procedures for settling economic cases.

Article 47.- Statute of limitations for lawsuits

1. The payee shall have the right to initiate lawsuit against the drawer, issuer, guarantor, transferor or acceptor regarding the sum of money prescribed in Article 43 of this Ordinance within 2 years from the date the negotiable instrument is refused to be accepted or paid or is not fully paid.

2. The concerned party(ies) against which a lawsuit is initiated under Clause 1, Article 44 of this Ordinance shall have the right to initiate a lawsuit against the drawer, issuer or transferor, the guarantor or acceptor regarding the sum of money prescribed in Article 43 of this Ordinance within 2 years from the date the payment obligation is fulfilled.

3. In cases where the payee fails to present on time the negotiable instrument for payment as prescribed in Article 34 of this Ordinance or fails to send the notice on the negotiable instrument being refused to be accepted or paid within the time-limit prescribed in Article 40 of this Ordinance, he/she shall be only entitled to initiate a lawsuit against the acceptor, issuer or drawer within 2 years from the date the negotiable instrument is drawn.

4. Within the statutes of limitations prescribed in Clauses 1, 2 and 3 of this Article, if an objective obstacle occurs beyond the lawsuit initiator’s control and not due to his/her/its fault, the time during which the objective obstacle occurs shall not be included in the statute of limitations for lawsuits.

Chapter VII

HANDLING OF VIOLATIONS

Article 48.- Handling of violations

Any persons violating the provisions of this Ordinance shall, depending on the nature and seriousness of the violations, be administratively sanctioned or examined for penal liability, and pay compensation for any damage as prescribed by law.

Chapter VIII

IMPLEMENTATION PROVISIONS

Article 49.- Effect of the Ordinance

This Ordinance takes effect from July 1st, 2000.

Article 50.- Guidance for implementation of the Ordinance

The Government shall detail and guide the implementation of this Ordinance.

On behalf of the National Assembly Standing Committee
Chairman
NONG DUC MANH