You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

May 14, 2021

Vietnam’s Decree 21 Updates Regulations on Security for Performance of Obligations

Subscribe to Updates

On May 15, 2021, Decree No. 21/2021/ND-CP of the Government of Vietnam dated March 19, 2021, guiding the implementation of the Civil Code of 2015 on security for performance of obligations (Decree 21) will come into effect and replace Decree No. 163/2006/ND-CP of the Government dated December 29, 2006, on security transactions, as amended by Decree No. 11/2012/ND-CP (together, “Decree 163”).

One of the most significant changes of Decree 21 in comparison to Decree 163 is the new system of terminology in relation to security for performance of obligations. In particular, the new decree provides new definitions for existing terms such as “guarantor” and “guarantee” and sets out the definitions of newly added terms such as “secured obligator,” “security contract,” and “reasonable duration.” This change reflects the intention of the legislators to unify the relevant terminology in accordance with the Civil Code of 2015.

Article 4 of Decree 21 lists out principles for the application of laws and the parties’ agreements on security for performance of obligations. Accordingly, in cases where the laws on specialized areas such as land, housing, insurance, banking, aviation, or intellectual property have provisions on security assets, establishment and implementation of means of security, or enforcement of security assets, the provisions of the specialized laws will prevail. Moreover, if the parties have agreements that are different from provisions in Decree 21 but do not violate (i) fundamental principles of civil law or (ii) conditions for a civil transaction to be valid or (iii) limitations on the exercise of civil rights in accordance with the Civil Code or other relevant laws, such agreements may be enforced.

Decree 21 devotes an entire chapter to regulations on security assets (collateral) which includes definitions and descriptions of security assets and detailed provisions on 10 types of security assets including land use rights and assets attached to land, objects, valuable papers, etc. Notably, Decree 21 no longer provides that a security asset may not be attached by the courts or authorities to perform the guarantor’s other obligations if the security transaction is valid and effective against third parties and the laws do not regulate otherwise, as provided under Decree 163. This change makes the new decree consistent with the existing regulations on enforcement of civil judgments which state that mortgaged or pledged assets may still be attached for the purpose of enforcement of civil judgments, provided that the applicable conditions are satisfied.

The new decree provides detailed regulations on the establishment and implementation of means of security and enforcement of security assets. Accordingly, a means of security may be established based on the agreement of the parties via a security contract or a lien. For enforcement of security assets, Decree 21 goes into detail on the enforcement of future assets or invested mortgaged assets for the first time.

Decree 163 will still be applicable to security agreements or security interests which were established and implemented prior to May 15, 2021. The parties to such security agreements or security interests which have not been implemented or have been implemented but contain provisions different from provisions under Decree 21 may, but are not required to, agree to amend the existing security agreements or security interests to comply with the new decree.

Related Professionals

Practices

Banking and Finance

Corporate/M&A

Location

RELATED INSIGHTS​ 

December 26, 2025
The Bank of Thailand (BOT) has released the Guidelines for Digital Fraud Management, which took effect on December 17, 2025, incorporating certain amendments to the draft guidelines issued in March 2025. These official guidelines aim for end-to-end digital fraud prevention, with a particular focus on mule accounts, to enhance trust and security in Thailand’s financial system. The guidelines apply to “financial service providers,” including: Financial institutions and special financial institutions under the Financial Institution Business Act; and Operators of Inter-institutional Fund Transfer System e-money services and e-fund transfer services under the Payment Systems Act. Besides commercial banks and e-money operators that offer fund-transfer services, other providers may adopt requirements based on risk proportionality and baseline standards set out in the guidelines (for instance, an e-money operator that does not offer e-fund transfer services could consider implementing a fraud monitoring and detection system according to the risk level of its service). The guidelines establish the following key requirements: Policy and oversight. Directors and senior executives of financial service providers must adopt appropriate “end-to-end” fraud management policies and KPIs to manage digital fraud, covering prevention, monitoring, detection, management, resolution, and support for affected customers. The fraud management policy must be regularly reviewed, and whenever there is a situation or change that significantly affects the efficiency of the fraud management. Any significant update to the policy must first be approved by the board of the financial service provider. The BOT also encourages providers to collaborate in establishing industry standards aligned with applicable laws and regulations to ensure consistency and best practices across the sector. Fraud management processes. Financial service providers must establish a clear framework for managing digital fraud throughout the customer lifecycle—from customer onboarding to service termination—covering at least the following processes: Know your customer (KYC) and customer due diligence (CDD):
Read More
December 19, 2025
Prior to the dissolution of the House of Representatives, Thailand’s cabinet approved a draft amendment to the Administrative Procedure Act, following review by the Council of State. If enacted, this reform will fundamentally change how state agencies process business applications and appeals by imposing enforceable timelines and legal consequences for inaction. The draft directly targets a longstanding commercial frustration: applications and appeals that vanish into administrative silence, stalling investment and foreclosing judicial review across sectors ranging from real estate and manufacturing to healthcare and finance. The “Silence Means Yes” Rule for Applications At the core of the reform is a new automatic “approval by implication” for applications subject to statutory processing deadlines. If an official fails to notify an applicant of a decision within the legally prescribed period, the application will be deemed approved as a matter of law. This presumption shifts the costs of delay from businesses to the bureaucracy and gives applicants a definitive legal position once time expires. The mechanism applies to routine licensing and registration matters governed by explicit consideration periods in existing statutes or ministerial regulations. Officials may extend the decision period by up to thirty days, but only if they notify the applicant before the original deadline and substantiate that the delay arises from genuinely exceptional circumstances beyond their control. Certain sensitive applications are expressly excluded from automatic approval, including those that may significantly affect national security or defense, public safety and health, the environment or natural resources, or national cultural heritage. Once the deadline passes without a decision, businesses can proceed with deployment of capital and operations—construction, hiring, procurement, and market entry—without waiting for formal permission that may never arrive. For time-sensitive projects, this materially reduces regulatory timing risk. The “Deemed Rejection” Rule for Appeals The draft introduces a parallel “deemed rejection”
Read More
December 15, 2025
Thailand is taking steps to energize its startup scene by drafting the Startup Promotion Law. This draft law aims to remove obstacles, open new funding opportunities, and provide coordinated government support. The goal is to make it easier for Thailand-based startups to grow and compete on a global stage. Why Is This Law Needed? For many years, Thai startups have operated under traditional company law frameworks that were not designed with high-growth businesses or with fundraising opportunities in mind. Restrictions on issuing bonds, offering shares to outside investors, and repurchasing shares for employee incentive programs made it challenging for emerging companies to access capital and accelerate their growth. The draft Startup Promotion Act seeks to remove these obstacles and foster a more competitive, entrepreneur-friendly environment in Thailand. Who’s in Charge? Two main organizations will oversee the startup ecosystem: Startup Promotion Committee: This group, to be appointed by the National Science, Research, and Innovation Policy Council, will set national strategies, policies, and budget; design promotional campaign and incentives; and propose further legislative amendments to promote startups. National Innovation Agency (NIA): Under the draft act, the NIA will be the main contact for startups and will serve as the secretariat office of the Startup Promotion Committee, coordinating data, advising startups, maintaining the public registry, and providing funding and investment (grants, repayable grants, loans, and equity) under committee criteria and, where applicable, cabinet approval. What Startups Are Eligible for Benefits? To be officially recognized and access benefits, a company must: Be a private limited company less than 10 years old at the time of application. Existing companies that already exceed the 10-year threshold may still apply for startup statues within one year of the law’s enactment, as long as they otherwise still qualify for the new regime. Have average annual revenue not
Read More
December 4, 2025
Thailand has expanded the circumstances under which state agencies may bypass competitive bidding procedures to address urgent security challenges. On November 28, 2025, Thailand’s Ministry of Finance published the Ministerial Regulation Determining Cases of Procurement by Specific Method (No. 6) B.E. 2568 in the Royal Gazette, introducing a new pathway for procuring supplies and services needed to address cyber and military threats that may affect the stability of government agencies or the nation. For technology vendors, cybersecurity firms, and defense contractors, this regulatory change creates immediate opportunities to engage directly with government buyers facing urgent security challenges. New Fast-Track Category for Security Threats The regulation amends Thailand’s Public Procurement and Supplies Management Act B.E. 2560 (2017) to add a new category of procurement that qualifies for the “specific method”—a noncompetitive, direct selection process. Previously, agencies could use this expedited method only in limited circumstances, such as emergencies, cases with proprietary technology requirements, or national security operations. The new provision explicitly covers procurement of supplies related to preventing or resolving cyber or military threats that could impact the stability of a state agency or the country. This addition recognizes the urgent nature of modern security challenges, where competitive bidding timelines may leave agencies vulnerable during critical threat windows. State agencies dealing with active cyberattacks, preparing defensive measures against anticipated threats, or responding to military security concerns can now move directly to negotiate with qualified vendors rather than conducting lengthy public tender processes. Vendor Considerations Vendors offering cybersecurity solutions now have a regulatory avenue to work directly with government clients when stability concerns are present. These solutions include threat detection systems, anti-ransomware tools, incident response services, firewalls, and security consulting. Similarly, defense contractors providing military equipment or specialized security supplies can pursue direct engagement channels where traditional procurement methods would create
Read More