VIETNAM Law and Practice Contributed by: Chuyen Hong Huu Le, Tan Nhat Truong Phan and Tu Anh Tran, Tilleke & Gibbins
Tilleke & Gibbins Viettel Tower A
25th Floor Suite 2506 285 Cach Mang Thang Tam Street
Hoa Hung Ward Ho Chi Minh City Vietnam Tel: +84 286 284 5678 Email: vietnam@tilleke.com Web: www.tilleke.com
1. Aircraft and Engine Purchase and Sale 1.1 Sales Agreements 1.1.1 Taxes/Duties Payable Upon Execution of the Sales Agreement The execution of an aircraft or engine sale agreement is not subject to any specific tax or stamp duty under Vietnamese law. However, it is subject to the general tax regime, which may include income tax and VAT. 1.1.2 Enforceability Against Domestic Parties Vietnamese laws do not have any specific regulations that require an aircraft or engine sales agreement to be translated, certified, notarised or legalised to be enforceable against a domestic party. Nevertheless, taking these steps would be advisable for dispute enforcement purposes. 1.2 Transfer of Ownership 1.2.1 Transferring Title Ownership of an aircraft encompasses rights to air - craft hulls, aircraft engines, aircraft propellers, aircraft radio equipment and other equipment used on board aircraft, irrespective of whether these components are currently installed on the aircraft or have been tem - porarily removed under Vietnamese law. However, Vietnam does not have a separate legal framework or registration system for individual aircraft components such as engines or spare parts. All existing registra - tion procedures are conducted at aircraft level, with only basic information (eg, the engine’s number and designation) recorded in the ownership registry.
As Vietnamese law does not specifically provide for the transfer of title to an aircraft, engine or other installed parts, including the auxiliary power unit (APU), the transfer is subject to general legal provisions regard - ing the transfer of ownership of movable property. Unless agreed or specified otherwise by the parties, the ownership of the property is generally transferred to the buyer from the moment the contract of sale is entered into. However, if the entity that holds the title remains the same, the sale of an ownership interest will not be effectively recognised as a sale of the air - craft or engine itself. 1.2.2 Sales Governed by English or New York Law Vietnamese law generally allows the contracting par - ties to choose foreign laws and jurisdictions, such as English or New York law, to govern the bill of sale as long as the application of the chosen law or its con - sequences do not conflict with fundamental principles of Vietnamese law (ie, public policy). In addition, the laws do not specifically stipulate any substantive requirements for a bill of sale to be recog - nised as a valid contract, aside from it needing to be written and signed by the competent representative(s) of each party. 1.2.3 Enforceability Against Domestic Parties Vietnamese law does not have any specific regula - tions that require a bill of sale to be translated, certi - fied, notarised or legalised to be enforceable against a domestic party. To register the new owner of the aircraft with the Civil Aviation Authority of Vietnam
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