Chapter I
GENERAL PROVISIONS
Article 1. Governing scope
This Ordinance regulates negotiable instrument relationships with respect to issuance, acceptance, guarantee, endorsement, pledge, collection, payment, recourse, and initiation of legal action. Negotiable instruments stipulated in this Law include bills of exchange, promissory notes, cheques and other negotiable instruments, excluding long-term negotiable instruments issued by organizations aimed at raising capital on the market.
Article 2. Applicability
The Law shall be applicable to Vietnamese organizations and individuals and foreign organizations and individuals involved in negotiable instrument relationships in the territory of the Socialist Republic of Vietnam.
Article 3. Grounds for issue of negotiable instruments
1. Drawers and issuers may issue negotiable instruments on the basis of a transaction of purchase or sale of goods, provision of services or lending between organizations and individuals; a lending transaction between a credit institution and an organization or individual; a transaction of payment and a transaction of donation in accordance with law.
2. The negotiable instrument relationships stipulated in this Law are independent and are not dependent on a transaction which is the basis for issuance of a negotiable instrument stipulated in clause 1 of this article.
Article 4. Interpretation of terms
In this Law, the following terms shall be construed as follows:
1. Negotiable instrument means a valuable paper recording an order or undertaking to pay unconditionally a specific sum within a fixed time.
2. Bill of exchange means a valuable paper created by a drawer, requesting the drawee to pay unconditionally a specific sum upon demand or upon a fixed time in the future to the beneficiary.
3. Promissory note means a valuable paper created by an issuer, undertaking to pay unconditionally a specific sum upon demand or upon a fixed time in the future to the beneficiary.
4. Cheque means a valuable paper created by a drawer, ordering the payer being a bank or an organization providing payment services, which is licensed by the State Bank of Vietnam, to pay a fixed sum from its account to the beneficiary.
5. Drawer means the person creating and signing to issue a bill of exchange or cheque.
6. Drawee means the person liable to pay the sum stated in a bill of exchange to the order
of the drawer.
7. Acceptor means the drawee upon its signing for acceptance of a bill of exchange.
8. Beneficiary means the owner of a negotiable instrument in the capacity of one of the following persons:
(a) Any person being paid the sum stated in the negotiable instrument under the instruction of the drawer or issuer;
(b) Any person to whom the negotiable instrument is endorsed [prior to its maturity for payment] in the forms of endorsement specified in this Law;
(c) Any person as the bearer of the negotiable instrument recording the payment to be made to the bearer.
9. Issuer means the person creating and signing to issue a promissory note.
10. Related person means a person involved in a negotiable instrument relationship by way of signing the negotiable instrument in the capacity of a drawer, issuer, acceptor, endorser or guarantor.
11. Collector means a bank or organization providing payment services which is licensed by the State Bank of Vietnam to provide services of accepting negotiable instruments.
12. Issuance means the initial creation, signing and handing-over of a negotiable instrument by the drawer or the issuer to the beneficiary.
13. Endorsement means the transfer by the beneficiary of a negotiable instrument to the endorsee in the forms of endorsement specified in this Law.
14. Discount of a negotiable instrument means the purchase of the negotiable instrument by a credit institution from the beneficiary prior to its maturity for payment.
15. Re-discount of a negotiable instrument means the purchase of the negotiable instrument, which has already been discounted by another credit institution, by the State Bank of Vietnam or by a credit institution prior to its maturity for payment.
16. Acceptance means the undertaking of the drawee to pay a part or all of the sum stated in the bill of exchange upon maturity by signing acceptance on the bill of exchange in accordance with the provisions of this Law.
17. Cheque Clearing Centre means the State Bank of Vietnam or another organization which is licensed by the State Bank of Vietnam to organize and preside over the exchange and clearance of cheques and finalization of financial obligations arising from cheque clearing to members being banks or organizations providing payment services which are licensed by the State Bank of Vietnam.
18. Signature means the signature on a negotiable instrument directly made by hand by the person having rights and obligations with respect to the negotiable instrument or by a person who is authorized in accordance with law. The signature of the representative of an organization on a negotiable instrument must be enclosed with a seal.
19. Negotiable instrument relationship means the relationship between organizations and individuals with respect to issuance, acceptance, guarantee, endorsement, pledge, collection, payment, recourse, and initiation of legal action in relation to the negotiable instruments.
Article 5. Application of the Law on Negotiable Instruments and relevant laws
1. Parties to negotiable instrument relationships must comply with this Law and relevant laws.
2. The Government shall, on the basis of the principles of this Law, specify the application of this Law to other negotiable instruments.
Article 6 Application of international treaties and international commercial practices with respect to negotiable instrument relationships involving foreign elements
1. Where an international treaty of which the Socialist Republic of Vietnam is a member contains provisions which are different from the provisions in this Law, the provisions of such international treaty shall prevail.
2. In the case of negotiable instrument relationships involving foreign elements, the parties to the negotiable instrument relationship may agree to apply international commercial practices, including the International Chamber of Commerce's Rules on uniform practice for documentary credits and the Uniform Rules on collection, and other relevant international commercial practices in accordance with regulations of the Government.
3. Where a negotiable instrument is issued in Vietnam but is accepted, guaranteed, endorsed, pledged, collected, paid or subject to recourse or legal action in another country, such negotiable instrument must be issued in accordance with the provisions of this Law.
4. Where a negotiable instrument is issued in another country but is accepted, guaranteed, endorsed, pledged, collected, paid, or subject to recourse or legal action in Vietnam, the acceptance, guarantee, endorsement, pledge, collection, payment, recourse or initiation of a legal action shall be subject to the provisions of this Law.
Article 7. Periods related to negotiable instruments
1. The time limit for paying [a negotiable instrument], sending a recourse notice or initiating legal action where there is a dispute in relation to the negotiable instrument relationship, shall include both public holidays and weekends. If the last day of the period falls on a public holiday or weekend, then it shall be the working day following such public holiday or weekend.
2. The specific period for payment of each negotiable instrument shall be determined and recorded by the drawer or the issuer on the negotiable instrument in accordance with this Law.
3. The time limit for sending a recourse notice or initiating legal action when a negotiable instrument is dishonoured by non-acceptance or by non-payment shall be subject to the provisions of articles 50 and 78 of this Law.
Article 8. Payment sum in negotiable instruments
The payment sum in a negotiable instrument must be written in figures and in words.
Article 9. Negotiable instruments in which the payment sum is written in a foreign currency
1. The payment sum in a negotiable instrument may be written in a foreign currency in accordance with the provisions of the law on foreign exchange control.
2. Negotiable instruments in which the payment sum is written in a foreign currency in accordance with the provision of clause 1 of this article may be paid in foreign currency when the last beneficiary is permitted to receive foreign currency in accordance with the provisions of the law on foreign exchange control.
3. With respect to negotiable instruments in which the payment sum is written in a foreign currency but the last beneficiary is not permitted to receive foreign currency in accordance with the provisions of the law on foreign exchange control, the sum in the negotiable instrument shall be paid in Vietnamese Dong at the exchange rate published by the State Bank of Vietnam on the date of payment or at the rate for foreign currency trading published by the paying bank on the date of payment in the case where the bank makes the payment.
Article 10. Language in negotiable instruments
Negotiable instruments must be created in the Vietnamese language, except for negotiable instrument relationships involving foreign elements in which case the negotiable instruments may be created in a foreign language as agreed by the parties.
Article 11. Signatures constituting sufficiently binding obligations
1. A negotiable instrument must contain the signature of the drawer or of the issuer.
2. A related person shall only be bound by a negotiable instrument when the negotiable instrument or an additional sheet attached thereto contains the signature of such related person or of his or her proxy in the capacity of a drawer, issuer, acceptor, endorser or guarantor.
Article 12. Forged signatures and signatures of unauthorized persons
When a negotiable instrument contains a forged signature or the signature of an authorized person, such signature shall not be valid; the signatures of other related persons on the negotiable instrument shall remain valid.
Article 13. Loss of negotiable instruments
1. Where a negotiable instrument is lost, the beneficiary must immediately notify in writing the drawee, the drawer or the issuer. The beneficiary must notify clearly the circumstances in which the negotiable instrument was lost and shall be responsible before the law for the truthfulness of such notice. The beneficiary may notify the loss of the negotiable instrument by telephone and other direct methods if so agreed by the parties.
Where the person who is not the beneficiary loses a negotiable instrument, he or she must immediately notify the beneficiary.
2. Where a negotiable instrument is lost prior to its maturity for payment, the beneficiary shall be entitled to request the drawer or issuer to re-issue a substitute negotiable instrument with the same contents as the lost negotiable instrument after the beneficiary has notified the loss of the negotiable instrument and made a written undertaking to make payment on behalf of the drawee or issuer if the negotiable instrument which has been notified as lost is presented by a lawful beneficiary for payment.
3. Upon receipt of notice of loss of a negotiable instrument in accordance with clause 1 of this article, the issuer and the drawee shall not be allowed to pay such negotiable instrument. The check and control of negotiable instruments which have been notified as lost shall be subject to regulations of the State Bank of Vietnam.
4. Where a lost negotiable instrument is misused for payment before the drawee or the issuer receives notice of loss of the negotiable instrument, the drawee or issuer shall be relieved from his or her responsibility if he or she has conducted properly the check and control and paid the negotiable instrument in accordance with the provisions of this Law.
5. The drawee or issuer shall be obliged to compensate the beneficiary for damage and loss if the drawee or issuer paid the negotiable instrument after receipt of notice of loss of the negotiable instrument.
Article 14. Damaged negotiable instruments
1. When a negotiable instrument is damaged, the beneficiary shall be entitled to request the drawer or issuer to re-issue a substitute negotiable instrument with the same contents.
2. The drawer or issuer shall be obliged to re-issue a negotiable instrument after receipt of the damaged negotiable instrument if such negotiable instrument has not fallen due and contains all information or there is evidence to prove that the bearer of the damaged negotiable instrument is the lawful beneficiary of the negotiable instrument.
Article 15. Acts which are prohibited
1. Forging a negotiable instrument, amending or erasing items on a negotiable instrument.
2. Deliberately assigning or accepting assignment [of a negotiable instrument], or presenting for payment a negotiable instrument which was forged, amended or the items of which were erased.
3. Signing a negotiable instrument without authorization or forging the signature on a negotiable instrument.
4. Deliberately assigning a negotiable instrument when aware that the period for payment of such negotiable instrument has expired or such negotiable instrument was dishonoured by non-acceptance or by non-payment or has been notified as lost.
5. Deliberately drawing a negotiable instrument without the ability to pay it.
6. Deliberately drawing a cheque after the right to draw cheques has been stopped.
Tìm kiếm
Luật Các công cụ chuyển nhượng 2005 (Bản Word)