Chapter V

PROCEDURES FOR NOTARIZATION OF CONTRACTS, TRANSACTIONS AND TRANSLATIONS

Section 1. GENERAL PROCEDURES FOR NOTARIZATION

Article 40. Notarization of ready-made contracts and transactions

1. A notarization request dossier shall be made in one set, comprising:

a/ A notarization request containing information on full name and address of the notarization requester, contents to be notarized and list of enclosed papers; name of the notarial practice organization, full name of the dossier recipient, and time of dossier receipt;

b/ The draft contract or transaction;

c/ A copy of the personal identity paper of the notarization requester;

d/ A copy of the ownership certificate or use right certificate or its substitute paper as permitted by law for assets subject to ownership or use right registration under law, in case the contract or transaction is related to those assets;

dd/.Copies of other papers related to the contract or transaction as required by law.

2. The copies specified in Clause 1 of this Article may be photocopied, printed or typewritten copies containing full and accurate contents as the originals and do not need to be certified.

3. A notary shall check the papers in a notarization request dossier. When the dossier is complete and valid as prescribed by law, he/she shall accept it and record it in the notarial register.

4. Notaries shall guide notarization requesters to comply with regulations on notarization procedures and relevant regulations on performance of contracts and transactions; clearly explain to notarization requesters their rights, obligations and lawful interests as well as the significance and legal consequences of their entry into contracts or transactions.

5. When having grounds to believe that a notarization request dossier contains unclear matters, the contract or transaction was concluded under threat or coercion, or having doubts about the civil act capacity of the notarization requester, or the object of the contract or transaction has not yet been specifically described, a notary may request the notarization requester to clarify the matters or, at the request of the notarization requester, conduct verification or request assessment; if the matters cannot be clarified, the notary has the right to refuse to notarize.

6. A notary shall check the draft contract or transaction; if the draft contains some articles and clauses contrary to law or social ethics or the object of the contract or transaction is incompliant with law, he/she shall point them out for the notarization requester to modify. If the notarization requester fails to modify, the notary has the right to refuse to notarize.

7. The notarization requester shall himself/herself read again the draft contract or transaction or request the notary to read it.

8. If agreeing with the whole contents of the draft contract or transaction, the notarization requester shall sign every page of the draft. The notary shall request the notarization requester to produce the originals of the papers specified in Clause 1 of this Article for comparison before writing testimonies and signing every page of the contract or transaction.

Article 41. Notarization of contracts or transactions drafted by notaries at the request of notarization requesters

1. A notarization requester shall submit a dossier set as prescribed at Points a, c, d and dd, Clause 1, and in Clause 2, Article 40 of this Law, and state the contents of, and the intention of concluding, the contract or transaction.

2. A notary shall perform the jobs specified in Clauses 3,4 and 5, Article 40 of this Law.

When the contents of, and the intention of concluding, the contract or transaction are true, lawful and consistent with social ethics, the notary shall draft the contract or transaction.

3. The notarization requester shall himself/herself read the draft contract or transaction or the notary shall read it for him/her. If agreeing with the whole contents of the draft contract or transaction, the notarization requester shall sign every page of the draft. The notary shall request the notarization requester to produce the originals of the papers specified in Clause 1 of this Article for comparison before writing testimonies and signing every page of the contract or transaction.

Article 42. Scope of notarization of real estate contracts or transactions

Notaries of a notarial practice organization may only notarize contracts and transactions related to real estate within the province or centrally run city where the organization is located, excluding testaments or written disclaimers of real estate and letters of authorization related to the exercise of real estate-related rights.

Article 43. Notarization time limit

1. The notarization time limit shall be counted from the date of acceptance of a notarization request dossier to the time of issuance of notarization results. The time of verification and assessment of contents related to contracts or transactions and posting of information on the acceptance for notarization of written agreements on division of estate, written declarations for acceptance of estate or translations of papers and documents shall not be included in the notarization time limit.

2. The notarization time limit is two working days; for complicated contracts or transactions, this time limit may be longer but must not exceed 10 working days.

Article 44. Notarization places

1. Except the cases specified in Clause 2 of this Article, notarization shall be conducted at head offices of notarial practice organizations.

2. Notarization may be conducted outside the head office of a notarial practice organization if the notarization requester is old and weak and cannot move, is held in custody or in prison, is serving an imprisonment sentence or has another plausible reason for being unable to come to the head office of the notarial practice organization.

Article 45. Scripts in notarized documents

1. Scripts in notarized documents must be clear and legible, must not use any abbreviations and symbols, must not be written between two lines or over the lines, and must not be erased; no blank space is allowed, unless otherwise provided by law.

2. The time of notarization shall be expressed in terms of date, month and year; the hour and minute may also be indicated as requested by the notarization requester or considered necessary by the notary. Unless otherwise provided by law, numbers shall be written in both figures and words.

Article 46. Testimonies of notaries

1. Testimonies of a notary for a contract or transaction must clearly state the time and place of notarization, full name of the notary and name of the notarial practice organization; certify that the parties to the contract or transaction act on a completely voluntary basis and has civil act capacity, and that the purpose and contents of the contract or transaction are compliant with law and social ethics, signatures or fingerprints in the contract or transaction are truly those of the parties to the contract or transaction; and responsibility of the notary for his/her testimonies; and must bear the signature of the notary and seal of the notarial practice organization.

2. The Minister of Justice shall stipulate in detail the model testimonies of notaries for contracts or transactions.

Article 47. Notarization requesters, witnesses and interpreters

1. Notarization requesters being individuals must have civil act capacity.

For notarization requesters being organizations, notarization requests shall be made through at-law representatives or authorized representatives of these organizations.

Notarization requesters shall produce all necessary papers related to the notarization and take responsibility for the accuracy and lawfulness of such papers.

2. In case notarization requesters cannot read, hear, sign or press fingerprints, or in other cases prescribed by law, witnesses are required during notarization.

Witnesses must be full 18 years or older, have full civil act capacity and have no rights, interests or obligations related to the notarization.

Witnesses shall be invited by notarization requesters or, if notarization requesters cannot invite witnesses, be designated by notaries.

3. Notarization requesters who are not fluent in Vietnamese must have interpreters.

Interpreters must be full 18 years or older, have full civil act capacity, and are fluent in Vietnamese and the language used by notarization requesters.

Interpreters shall be invited by notarization requesters and take responsibility before law for their interpretation.

Article 48. Signatures, fingerprints in notarized documents

1. Notarization requesters, witnesses and interpreters shall sign contracts or transactions in the presence of notaries.

When a person competent to conclude contracts of a credit institution or another enterprise has registered his/her specimen signature at the notarial practice organization, he/she may sign the contract beforehand; a notary shall compare the signature in the contract with the specimen signature before notarization.

2. Fingerprints may be used instead of signatures in case notarization requesters, witnesses or interpreters are unable to sign because they are physically disabled or do not know how to sign. For his/her fingerprint, the notarization requester, witness or interpreter shall use his/her right forefinger; if he/she cannot use the right forefinger, he/she may use the left forefinger; if he/she cannot use both forefingers, he/she may use another finger; in this case which finger of which hand is used must be clearly stated.

3. Both fingerprint and signature may be used in the following cases:

a/ Notarization of testaments;

b/ At the request of the notarization requester;

c/ The notary finds it necessary to protect the interests of the notarization requester.

Article 49. Pagination of notarized documents

A notarized document containing two or more pages shall be paginated. For a notarized document containing two or more sheets, every two adjoining sheets shall be appended with an overlapping seal on their inner edges.

Article 50. Correction of technical errors in notarized documents

1. Technical errors include recording, typing or printing mistakes in notarized documents the correction of which does not affect the rights and obligations of parties to contracts or transactions.

2. Technical errors in notarized documents shall be corrected at a notarial practice organization that has conducted the notarization. If the notarial practice organization that has conducted the notarization has terminated its operation or been transformed, transferred or dissolved, the notarial practice organization that is keeping the notarial records shall correct technical errors.

3. A notary who corrects technical errors shall match each error against papers in the notarial records, underline the errors to be corrected, write the correct words, marks or numbers on the page margin, then sign and append the seal of the notarial practice organization. The notary shall notify the correction of technical errors to the parties to the contract or transaction.

Article 51. Notarization of the modification, supplementation or cancellation of contracts or transactions

1. The modification, supplementation or cancellation of a notarized contract or transaction may be notarized only with the written agreements or commitments of all parties to that contract or transaction.

2. The modification, supplementation or cancellation of a notarized contract or transaction shall be notarized at the notarial practice organization that has conducted the notarization and shall be made by a notary. If the notarial practice organization that has conducted the notarization has terminated its operation or been transformed, transferred or dissolved, a notary of the notarial practice organization that is keeping the notarial records shall modify, supplement or cancel the contract or transaction.

3. Procedures for notarization of the modification, supplementation or cancellation of a notarized contract or transaction are the same as procedures for notarization of contracts and transactions prescribed in this Chapter.

Article 52. Persons having the right to request courts to declare notarized documents invalid

Notaries, notarization requesters, witnesses, interpreters, persons with related rights and obligations and competent state agencies may request courts to declare notarized documents invalid when having grounds to believe that the notarization is in violation of law.

Section 2. PROCEDURES FOR NOTARIZATION OF CONTRACTS, TRANSACTIONS AND TRANSLATIONS, CUSTODY OF TESTAMENTS

Article 53. Scope of application

Procedures for notarization of real estate mortgage contracts, authorization contracts, testaments, written agreements on division of estate, written declarations for acceptance of estate or written disclaimers of estate must comply with the provisions of this Section and the provisions of Section 1 of this Chapter which are not contrary to the provisions of this Section.

Article 54. Notarization of real estate mortgage contracts

1. Real estate mortgage contracts shall be notarized at a notarial practice organization located in the province or centrally run city where the real estate is located.

2. In case a real estate has been mortgaged to secure the performance of one obligation and the mortgage contract has been notarized but such real estate is then further mortgaged to secure the performance of another obligation as permitted by law, a subsequent mortgage contract shall be notarized at the notarial practice organization that has notarized the first mortgage contract. In case the notarial practice organization that conducted the notarization has terminated operation or been transformed, transferred or dissolved, a notary of the notarial practice organization that is keeping the notarial records shall notarize the subsequent mortgage contract.

Article 55. Notarization of authorization contracts

1. When notarizing authorization contracts, notaries shall carefully examine the dossiers and clearly explain to related parties their rights and obligations as well as legal consequences of such authorization.

2. In case both the authorizing party and authorized party cannot appear together at the same notarial practice organization, the authorizing party shall request the notarial practice organization of the place of residence of the authorizing party to notarize the authorization contract; the authorized party shall request the notarial practice organization of the place of residence of the authorized party to further notarize the original of this authorization contract and complete procedures for notarization of the authorization contract.

Article 56. Notarization of testaments

1. A testator shall personally request notarization of his/her testament but may not authorize another person to request the notarization.

2. In case the notary doubts that a testator suffers a mental disease or another disease making him/her unable to perceive and control his/her acts or has grounds to believe that the testament has been made deceitfully or under threat or coercion, the notary shall request the testator to clarify the matter or may refuse to notarize that testament if the testator cannot clarify the matter.

In case the life of a testator is under threat, the notarization requester is not required to produce all the papers specified in Clause 1, Article 40 of this Law but shall clearly state such in the notarized document.

3. The testator who wishes to modify, supplement, replace, or cancel part or the whole of, his/her notarized testament may request any notary to notarize such modification, supplementation, replacement or cancellation. In case the testament was previously kept at a notarial practice organization, the testator shall notify this organization of the modification, supplementation, replacement or cancellation of the testament.

Article 57. Notarization of written agreements on division of estate

1. The heirs at law or under a testament which does not specify the portion of the estate to be enjoyed by each heir may request notarization of their written agreement on the division of the estate.

In the written agreement on the division of the estate, an heir may donate the whole or part of his/her portion of the estate to another heir.

2. In case the estate is land use rights or an asset subject to ownership registration under law, the notarization request dossier must comprise the papers proving the estate leaver’s land use rights or ownership of that estate.

In case of inheritance under law, the notarization request dossier must comprise the papers proving the relationship between the estate leaver and the estate heir in accordance with the law on inheritance. In case of inheritance under a testament, the notarization request dossier must comprise a copy of the testament.

3. A notary shall verify whether an estate leaver is the person having land use rights or asset ownership and the notarization requesters are estate heirs; if suspecting or having grounds to believe that the leaving and inheritance of the estate are unlawful, the notary may reject the notarization request or conduct verification or solicit assessment at the request of the notarization requester.

Notarial practice organizations shall post up information on the acceptance for notarization of written agreements on division of estate before conducting the notarization.

4. A notarized agreement on division of estate serves as a basis for competent state agencies to register the transfer of land use rights or asset ownership to estate heirs.

Article 58. Notarization of written declarations for acceptance of estate

1. A sole estate heir or co-heirs at law who agree not to divide the estate may request notarization of his/her/their written declaration(s) for acceptance of the estate.

2. The notarization of written declarations for acceptance of estate must comply with Clauses 2 and 3, Article 57 of this Law.

3. The Government shall stipulate in detail procedures for posting up information on acceptance for notarization of written agreements on division of estate and written declarations for acceptance of estate.

Article 59. Notarization of written disclaimers of estate

Heirs may request notarization of written disclaimers of estate. When making such a request, the notarization requester shall produce a copy of the testament in case of testamentary inheritance or papers proving his/her relationship with the estate leaver in accordance with the law on inheritance; and the death certificate or another paper proving the estate leaver’s death.

Article 60. Custody of testaments

1. A testator may request a notarial practice organization to keep his/her testament in custody. When agreeing to keep a testament in custody, a notary shall seal up the testament in the presence of the testator, make a custody receipt and hand it to the testator.

2. When the notarial practice organization that keeps a testament in custody terminates its operation or is transformed, transferred or dissolved, it shall, before operation termination, transformation, transfer or dissolution, reach agreement with the testator on the transfer of the testament to another notarial practice organization for custody. If no such agreement is made or such agreement cannot be reached, the testament and custody charge shall be returned to the testator.

3. The announcement of testaments kept at notarial practice organizations must comply with the civil law.

Article 61. Notarization of translations

1. The translation of papers and documents from Vietnamese into a foreign language or vice versa for notarization shall be done by interpreters being collaborators of notarial practice organizations. These collaborators must be graduates of foreign language universities or other universities who are fluent in the foreign language used. These collaborators shall take responsibility before notarial practice organizations for the accuracy and consistency of their translations.

2. A notary shall receive originals of papers and documents to be translated, check them before handing to an interpreter being a collaborator of the notarial practice organization for translation. The interpreter shall sign every page of his/her translations before the notary writes the testimonies and signs every page of such translations.

Every page of translations shall be appended with the “Translation” mark in the right top blank space; translations shall be attached with copies of originals and have every two adjoining sheets appended with an overlapping seal on their inner edges.

3. Testimonies of a notary on translations must clearly state the time and place of notarization, full name of the notary and name of the notarial practice organization; full name of the interpreter; certify that the signature in the translations is truly that of the interpreter; and certify that the translations are accurate and consistent with law and social ethics; such testimonies must bear the signature of the notary and seal of the notarial practice organization.

4. A notary may not receive and notarize translations in the following cases:

a/ He/she knows or must know that the originals are granted ultra vires or are invalid or counterfeit;

b/ Papers or documents requested for translation have been erased or modified, have additions or omissions, or are damaged or rumpled, making their contents unreadable;

c/ Papers or documents requested for translation are classified as state secrets; papers or documents are banned from dissemination under law.

5. The Minister of Justice shall stipulate in detail the model testimonies of notaries for translations.