< Back to insights hub

Article

Aviation Q&A – 20 things to consider for aviation deals in Vietnam 28 January 2026

This short Q&A highlights 20 key points to consider in relation to aviation transactions in Vietnam. We look at practical aspects that aircraft lessors and financiers need to be aware of in relation to aircraft operations in Vietnam and/or with Vietnamese airlines, as well as jurisdictional specific issues related to Vietnam.

OVERVIEW: AIRCRAFT REGISTRATION IN VIETNAM

1. Which government authority is responsible for aviation regulation in Vietnam?

The Ministry of Construction (previously the Ministry of Transport) of the Government of Vietnam¹ exercises state management functions over, inter alia, aviation transportation within the entire country. Its functions include organising the grant of civil aviation operation licences and directing and inspecting the implementation of regulations on coordinating the management of civil aviation operations.

The Civil Aviation Authority of Vietnam (“CAAV”), under the Ministry of Construction, is responsible for aircraft registration.

2. How much does it cost to register an aircraft in Vietnam?

The fee for the registration of the possession, or ownership, of an aircraft is VND1,500,000.²

3. What aircraft registry model is adopted by Vietnam?

Vietnam adopts a hybrid aircraft registry model, which records both the owner and the operator of the aircraft in its national registry.

Broadly speaking, the registration of aircraft with CAAV encompasses:

(i)  the registration of Vietnamese nationality; and

(ii)  the registration of rights to aircraft.

In addition, the following aircraft-related procedures are also conducted by CAAV or by the Ministry of Construction through CAAV:

(i)  issuance of AEP Code;³

(ii)  confirmation of IDERA registration;⁴

(iii)  issuance of Certificate of Airworthiness, Export Certificate of Airworthiness, and Certificate of Type;⁵

(iv)  issuance of Air Operator Certificate;⁶ and

(v)  approval for the lease of an aircraft between a Vietnamese entity and a foreign entity.⁷

< Back to insights hub

Key contacts

"An aircraft may be temporarily registered with Vietnamese nationality if it is in the course of manufacture, assembly or testing in Vietnam. This allows the aircraft to operate within Vietnam under Vietnamese aviation regulations, even if it is not permanently registered there."

4. When should an aircraft be registered with Vietnamese nationality?

Mandatory Registration. An aircraft must be registered with Vietnamese nationality if:⁸

(i)  it is owned and operated by Vietnamese organisations (or individuals – in such cases, he or she must permanently reside in Vietnam); or

(ii)  it is owned by foreign organisations (or individuals) and lease-purchased or leased without crews (i.e. dry lease) for a term of 24 months or more to Vietnamese organisations (or individuals) for operation in Vietnam.⁹

In any case, the aircraft must be registered no later than six months after being imported into Vietnam.

Temporary Registration. An aircraft may be temporarily registered with Vietnamese nationality if it is in the course of manufacture, assembly or testing in Vietnam.[8] This allows the aircraft to operate within Vietnam under Vietnamese aviation regulations, even if it is not permanently registered there.

5. When should the rights to an aircraft be registered with CAAV?

There is no prescribed time limit for registering a right to an aircraft with CAAV, except for the priority right to payment for rescue and preservation services, which must be registered within 90 days from the date the rescue and preservation of the aircraft is completed.[9] To protect the rights holder, any related rights should be registered as soon as they are established.

6. What is the scope of rights pertaining to an aircraft which may be registered with CAAV?

Amongst the rights to an aircraft which may be registered with the CAAV are:¹⁰

(i)  the right to own an aircraft;

(ii)  the right to possess an aircraft by means of a hire-purchase agreement or a lease for six months or more;¹¹

(iii)  the right to mortgage or pledge an aircraft;

(iv)  the priority right to payment for rescue and preservation services for the aircraft; and

(v)  other rights provided by Vietnamese civil law and international treaties to which Vietnam is a party.

"Rights to an aircraft include rights with respect to hulls, engines, propellers, radio equipment and other aircraft equipment (irrespective of whether such equipment is installed on board the aircraft or temporarily removed therefrom)."

It should be noted that rights to an aircraft include rights with respect to hulls, engines, propellers, radio equipment and other aircraft equipment (irrespective of whether such equipment is installed on board the aircraft or temporarily removed therefrom).

7. How does the registration of ownership of an aircraft differ from the registration of an aircraft with Vietnamese nationality?

See below for a brief comparison between ownership registration and Vietnamese nationality registration of an aircraft:

Registration of Related Rights – OwnershipRegistration of Vietnamese nationality
Ownership registration is about legal ownership rights.Nationality registration is about the aircraft's operational status under Vietnamese law.
Ownership registration focusses on legal proof of ownership.Nationality registration requires proof of deregistration from any previous nationality and compliance with safety and environmental standards.
Ownership registration ensures the legal owner is recognised in the national registry.Nationality registration results in the aircraft being able to operate under the Vietnamese flag.
8. Has Vietnam ratified and brought into force the Cape Town Convention?

Vietnam deposited the instrument of accession to the Convention on International Interests in Mobile Equipment (the “Cape Town Convention”) and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the “Aircraft Protocol”) on 17 September 2014,¹² and both were brought into force in Vietnam on 1 January 2015.

Vietnam made certain declarations upon its accession to the Cape Town Convention,¹³ which include:

(i)  Article 39(1)(a) of the Cape Town Convention – Vietnam declared that all categories of non-consensual right or interest, which under its law have and will in the future have priority over an interest in an object equivalent to that of the holder of a registered international interest, shall have priority over a registered international interest, whether in or outside insolvency proceedings and whether registered before or after Vietnam’s accession to the Cape Town Convention;

(ii)  Article 39(1)(b) of the Cape Town Convention – Vietnam declared that nothing in the Cape Town Convention shall affect its right or that of any state entity, intergovernmental organisation or other private provider of public services to arrest or detain an object under its laws for payment of amounts owed to it or to any such state entity, organisation or provider directly relating to the services provided by it in respect of that object or another object;

(iii)  Article 40 of the Cape Town Convention – Vietnam declared that the following non-consensual rights or interests shall be registrable under the Cape Town Convention as regards any category of object as if such right or interest were an international interest and shall be regulated accordingly: the right of a person who has obtained a court order to arrest or detain an aircraft object in partial or in full to satisfy a court’s judgment, and the right to arrest or detain an object or any other rights of any state entity under its national laws in relation to a payment of unpaid amounts of taxes or fees owed to it;

(iv)  Article 53 of the Cape Town Convention – Vietnam declared that the people’s court at provincial level are the relevant court(s) for the purposes of Article 1 and Chapter XII of the Cape Town Convention; and

(v)  Article 54(2) of the Cape Town Convention – Vietnam declared that all remedies available to the creditor under the Cape Town Convention which are not expressed under the relevant provision thereof to require application to the court may be exercised without court action and leave of the court.

"Vietnam deposited the instrument of accession to the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment on 17 September 2014, and both were brought into force in Vietnam on 1 January 2015."

Vietnam also made certain declarations upon its accession to the Aircraft Protocol,¹⁴ which include:

(i)  Article VIII with regards to choice of laws – Vietnam declared that it would apply Article VIII of the Aircraft Protocol, under which (1) the parties to an agreement, or a contract of sale, or a related guarantee contract or subordination agreement may agree on the law to govern their contractual rights and obligations, wholly or in part; and (2) unless otherwise agreed, the law chosen by the parties as referred under item (1) should be the domestic law of Vietnam;

(ii)  Article XII with regards to insolvency assistance – Vietnam declared that it would apply Article XII of the Aircraft Protocol, in which the courts of Vietnam shall, in accordance with the law of Vietnam, co-operate to the maximum extent possible with foreign courts and foreign insolvency administrators in carrying out the provisions of Article XI of the Aircraft Protocol;

(iii)  Article XIII with regards to authorisation for deregistration and export request – Vietnam declared that it would apply Article XIII of the Aircraft Protocol, which provides that once the debtor has issued and submitted an irrevocable authorisation to request de‑registration and export of the aircraft (i.e. IDERA), the registry authority must record it. The authorised party named in the IDERA is the sole party entitled to exercise the Article IX(1) remedies, and the debtor cannot revoke the authorisation without that party’s written consent. Registry and other administrative authorities must cooperate promptly with the authorised party in carrying out the remedies specified in Article IX;

(iv)  Article X with regards to relief pending final determination – Vietnam declared that it would apply Article X of the Aircraft Protocol in its entirely, in which the time limit referred to under Article X(2) shall be ten calendar days in respect of action specified in Articles 13(1)(a), (b) and (c); and 30 calendar days  in respect of remedies specified in Articles 13(1)(d) and (e);

(v)  Article XI regarding insolvency proceeding – Vietnam declared that it would apply Article XI, Alternative A in its entirety to all types of insolvency proceeding and that the waiting period for the purposes of Article XI(3) of that Alternative shall be 60 calendar days; and

(vi)  Declaration regarding designation of entry points for compulsory use as transmitters of registration information for airframes and helicopters to the International Registry – Vietnam designated CAAV as the entry point through which information required for registration will be transmitted to the International Registry, other than (1) registration of a notice of a national interest or a right or interest under Article 40 of the Cape Town Convention in either case arising under the laws of another state; and (2) information required for registration in respect of aircraft engines.

9. What are the practical implications of Vietnam’s declarations?

Overall, Vietnam’s declarations focus on expanding the effectiveness of creditor‑protection mechanisms and international registration procedures, with no opt‑out declarations. Below are the practical implications of significant declarations.

Declarations under Articles 39(1)(a) and 39(1)(b) of the Cape Town Convention

Vietnam’s declarations under Articles 39(1)(a) and 39(1)(b) of the Cape Town Convention mean that certain local law claims (like taxes, airport charges or liens) can take priority over registered international interests.

Nonetheless, it is possible for lessors and/or financiers to identify any such priority claims by conducting prior due diligence on the relevant security interests from a Vietnamese law perspective. This will mitigate the risks that security interests of lessors/financiers might be subordinated to any local claims.

Further safeguards to enhance and protect the interests of financiers can be incorporated into the finance or transaction documents in the form of representations, covenants and/or warranties.

Declarations under Article XI of the Aircraft Protocol

The declaration under Article XI of the Aircraft Protocol means that in the event of insolvency, the debtor or the insolvency administrator, as applicable, must give possession of the aircraft object to the creditor within a waiting period of 60 days from the occurrence of the insolvency-related event. The insolvency administrator or the debtor, as applicable, may retain possession of the aircraft object where, by that time, it has cured all defaults other than a default constituted by the opening of insolvency proceedings and has agreed to perform all future obligations under the agreement.

Vietnam’s adoption of this regime provides certainty and enforceability for creditors, allowing a faster asset recovery without the need to await a full court order.

10. Is an IDERA available to creditors in Vietnam?

Yes, the registration of Irrevocable De-registration and Export Request Authorisations (“IDERA”) has been implemented under Vietnamese domestic law.¹⁵ Hence, IDERAs for deregistration and export of aircraft out of Vietnam are available to creditors.

MORTGAGE REGISTRATION AND ENFORCEMENT

"Vietnamese law recognises the right to mortgage or pledge an aircraft as part of the rights of disposal over an aircraft."

11. Can aircraft be mortgaged in Vietnam?

Yes, Vietnamese law recognises the right to mortgage or pledge an aircraft as part of the rights of disposal over an aircraft.¹⁶

Crucially, aircraft mortgages must be registered with the CAAV to be valid and enforceable.¹⁷

12. Is a mortgage attached only to the aircraft, or are engines and other removable equipment also covered?

In Vietnam, an aircraft mortgage can extend beyond the aircraft itself to include engines and other removable equipment. Furthermore, given that Vietnam is a party to the Cape Town Convention, ownership or security interests in aircraft engines are not affected by their installation or removal from an aircraft.¹⁸

When drafting a mortgage, parties should expressly list all covered components, including engines and removable equipment.

Installed engines and parts are typically recorded in the aircraft register. However, uninstalled (spare) engines are treated as movable property and may be registered separately with the National Registration Agency for Secured Transactions.

13. Do certain rights have priority over those of the mortgagee?

Yes, lenders should be cognisant that that certain rights have priority over a mortgagee’s rights.

Vietnamese law generally recognises that third-party rights, such as leases or other security interests, may take priority over a mortgagee’s rights if they are duly registered. Therefore, if another party has a registered interest in the aircraft (for example, a lease or lien), and that interest was perfected before the mortgage, such pre-existing registered interest may have priority over the mortgagee’s interest in the aircraft. Such position under Vietnamese law is similar to the position under the Cape Town Convention, whereby priority of interests in aircraft and engines is determined by the order of registration in the International Registry.

On the flipside, if a mortgage is not properly registered, it may be subordinated to other registered interests, even if created earlier.

14. What is the procedure for a lender (as mortgagee) to enforce a mortgage over an aircraft in Vietnam? Can the lender as mortgagee enforce the mortgage by taking physical possession of the aircraft?

(a)  Enforcement typically follows the procedures outlined below:¹⁹

(i)  The mortgage must meet certain preconditions for enforcement, namely:

  • the mortgage must be validly created and registered with CAAV; and
  • the debtor must be in default of the secured obligations being secured by such mortgage.

(ii)  If an IDERA is in place, the lender or its designee can request CAAV to deregister the aircraft and permit its export. However, this course of action is contingent on the lessor and/or lessee’s cooperation in voluntarily surrendering the aircraft.

(iii)  However, if there is no IDERA in place (or if the lessor and/or lessee refuses to cooperate), a lender may take physical possession and enforce its security over the aircraft by exercising a private enforcement, judicial enforcement or enforcement through arbitration:

  • if the mortgage agreement includes a clause allowing private enforcement, the lender may initiate repossession or sale without court intervention, provided the debtor agrees or does not object. However, private enforcement is only valid if the enforcement method is clearly stated in the contract and complies with Vietnamese law;
  • if private enforcement is not possible or contested, the lender must file a civil lawsuit in a Vietnamese court. The court may issue a judgment allowing the lender to seize, sell or otherwise dispose of the aircraft to recover the debt;
  • alternatively, if the mortgage agreement includes an arbitration clause, the lender may pursue enforcement through arbitration, which can be faster and more flexible than court proceedings; and
  • where the aircraft is secured to more than one secured parties, or where the securing party and the secured party have agreed, the lenders may also register a notification of enforcement of secured property with the relevant registry, which informs third parties of the lender’s intent to enforce the mortgage.²⁰ Where the secured property is an aircraft, such notification should be made with the CAAV.²¹ This provides lenders with an additional layer of protection during the period of time when enforcement steps are being taken.

"Vietnamese law allows parties to enter into aircraft mortgage agreements governed by foreign law, subject to the legal principle that the consequence of the choice of law is not 'contrary to the fundamental principles of Vietnamese law.'"

15. Would a mortgage governed by foreign law over aircraft to be recognised in Vietnam?

Vietnamese law allows parties to enter into aircraft mortgage agreements governed by foreign law, subject to the legal principle that the consequence of the choice of law is not “contrary to the fundamental principles of Vietnamese law.”²² There is significant uncertainty as to what constitutes such “fundamental principles”.

In practice, parties often enter into two separate mortgages: one governed by foreign law (for example, English or New York law) and another governed by Vietnamese law to ensure compliance with local registration and enforcement procedures.

16. What are some steps which lenders may take to ensure that foreign law governed mortgage are recognised and enforceable in Vietnam?

In relation to foreign law governed mortgages, lenders should take note of the following:

  • the mortgage must still be registered with CAAV to be enforceable within Vietnam. Regardless of governing law, the mortgage must be registered in Vietnam.²³ Without registration, the mortgage will not be enforceable against third parties or recognised by Vietnamese authorities;
  • advice should be sought from Vietnamese counsel in respect of any mortgage agreement concerning a Vietnamese obligor, to ensure there are no issues from a local law perspective; and
  • Vietnamese law does not recognise trusts or assignments by way of security. Therefore, foreign law-governed mortgages based on structures relying on these concepts may need to be adapted or amended.

LEASE REGISTRATION AND ENFORCEMENT

17. How can lessors strengthen their rights in respect of a lease agreement toward third parties?

To strengthen their rights in respect of a lease agreement towards third parties in Vietnam, lessors may take several key and procedural steps:

  • lease agreements should be registered with CAAV to ensure recognition and enforceability against third parties;
  • an IDERA in favour of the lessor should be filed with CAAV so that the aircraft can be deregistered and exported without the lessee’s consent in case of default or insolvency;
  • the lease and any security interests in relation thereto should be registered on the International Registry under the Cape Town Convention. Parties must first apply to CAAV for the AEP Code needed for the registration at the International Registry; and
  • given that Vietnam is a party to the New York Convention, ensure that arbitration clauses involving arbitration in a jurisdiction which is party to the New York Convention is incorporated in the transaction documents, as such foreign arbitral awards are generally enforceable. The recognition and enforcement of foreign judgments and foreign arbitral awards are further elaborated at paragraph 19 below.
18. On the occurrence of an event of default under a lease or any termination of the leasing of an aircraft under a lease, assuming that the owner is permitted to do so under the terms of the lease, can they enforce said lease by taking physical possession of the aircraft?

If the lease is registered with CAAV and an IDERA is filed, the lessor can request deregistration and export of the aircraft. However, repossession still requires cooperation from the lessee or enforcement through legal channels, unless the aircraft is voluntarily surrendered.

"Civil judgments and rulings of foreign courts are not automatically effective for enforcement in Vietnam under its civil judgment enforcement law. For civil judgments and rulings of foreign courts to be enforced in Vietnam, recognition must be sought from Vietnamese courts."

Without an IDERA and if the lessee’s cooperation is not forthcoming, the lessor may only be able to repossess the aircraft by way of a civil lawsuit in a Vietnamese court or arbitration.

OTHER KEY POINTS

19. Are foreign judgments easily recognised and enforced in Vietnam?

Civil judgments and rulings of foreign courts are not automatically effective for enforcement in Vietnam under its civil judgment enforcement law.  For civil judgments and rulings of foreign courts to be enforced in Vietnam, recognition must be sought from Vietnamese courts.

Vietnamese courts decide whether to grant the recognition and enforcement of judgments of foreign courts based on either of the following legal grounds:

(i)  bilateral commitments between Vietnam and foreign countries on this matter; and

(ii)  Vietnam’s unilateral commitments on the application of the principle of reciprocity.

In the absence of any express agreement or understanding between the jurisdiction or country where the judgment or ruling originates and Vietnam, the recognition and enforcement or a foreign judgment is likely to be decided by Vietnamese courts based on the principle of reciprocity.

However, the application of the principle of reciprocity of the Vietnamese courts is not a straightforward exercise. In practice, there are divergent viewpoints and opinions on how the principle of reciprocity is interpreted and applied. Therefore, it may be difficult to determine (especially at the outset of a financing) whether a foreign judgment will be recognised and enforceable in Vietnam. This is especially important to financiers, given that most finance documents will typically be English or New York law governed.

To mitigate the risks associated with the recognition and enforcement of foreign judgments in Vietnam, financiers may wish to consider opting for arbitration as the preferred mechanism for dispute resolution; in particular, arbitration involving the New York Convention, given that Vietnam is also a party thereto. To have a foreign arbitral award recognised and enforced in Vietnam, an application will have to be filed with the Ministry of Justice within three years of the award’s issuance. In addition, Vietnamese law allow the court to reject an application if it decides that (amongst others) the recognition and enforcement of such foreign arbitral award in Vietnam is “contrary to the basic principles of Vietnamese Law.”²⁴ As explained previously, there is significant uncertainty as to what this concept entails, and it is not uncommon in Vietnam for an arbitral award to be refused recognition and enforcement on this ground.

"In Vietnam, registration with the State Bank of Vietnam (the "SBV") is required in relation to foreign loans which meet certain requirements."

20. What are the foreign exchange control regulations in Vietnam?

In Vietnam, registration with the State Bank of Vietnam (the “SBV”) is required in relation to foreign loans which meet certain requirements. For example, medium- and long-term foreign loans, as well as financial leasing arrangements, must be registered with the SBV before disbursement or repayment can occur.

When applying for registration with the SBV, the borrower will be required to set out the key loan terms (such as the loan amount, interest rate and purpose of the loan).

Requiring foreign loans to be approved by the SBV may discourage potential financiers from offering loan facilities to Vietnam incorporated borrowers, as this introduces an element of uncertainty. Furthermore, additional time and costs may also be incurred.

However, financiers can take steps to mitigate the above. Legal advice should be sought in advance when financiers are aware that there may be a Vietnamese incorporated obligor involved in the financing.

If the SBV’s approval is required, financiers should work closely with their Vietnamese legal counsel to prepare the application and documents to be submitted to the SBV ahead of time to ensure that timelines in respect of the financing are met and seek advice on whether the key loan terms meet the SBV’s requirements, if any.

Footnotes

[1] Article 22 of Decree 68/2015/ND-CP of the Government dated 18 August 2015, as amended and supplemented from time to time (“Decree 68”).
[2] Article 23 of Decree 68.
[3] Article 17 and 18 of the Law on Civil Aviation of Vietnam 2006; Article 14 of the Law on Civil Aviation of Vietnam 2025 (effective from 01 July 2026).
[4] Article 23 of the Law on Civil Aviation of Vietnam 2006; Article 16 of the Law on Civil Aviation of Vietnam 2025.
[5] Article 39 of the Law on Civil Aviation of Vietnam 2006; However, pursuant to Article 22 of the Law on Civil Aviation of Vietnam 2025 (effective from 01 July 2026), the provision is broadened: Instead of limiting the requirement for aviation authority approval to aircraft leasing and sub‑leasing activities, it broadly provides that any repatriation of an aircraft to Vietnam for operation must obtain approval from the Vietnamese aviation authority.
[6] Article 13.4 and 13.5 of the Law on Civil Aviation of Vietnam 2006, Article 4.1 of Decree 68.
[7] Airlines based in Vietnam may operate foreign-registered aircraft without being required to register such an aircraft in Vietnam if the aircraft is leased by the Vietnamese airline in the form of a dry lease with a term of less than 24 months.
[8] Article 4.3 of Decree 68.
[9] Article 17 of Decree 68.
[10] Article 28.1 of the Law on Civil Aviation of Vietnam 2006 and Article 3.2 of Decree 68.
[11] Article 17.1 of the Law on Civil Aviation of Vietnam 2025 has changed to “the right to possess and operate an aircraft through lease‑purchase or lease with fixed term.”
[12] https://www2023.icao.int/secretariat/legal/List%20of%20Parties/CapeTown-Conv_EN.pdf
[13] https://www.unidroit.org/instruments/security-interests/cape-town-convention/states-parties/d-viet-nam-ct/
[14] https://www.unidroit.org/instruments/security-interests/aircraft-protocol/states-parties/d-viet-nam/
[15] Notification No. 45/2015/TB-LPQT of the Ministry of Foreign Affairs dated 22 September 2015, and Decree 68.
[16] Article 28.1 of the Law on Civil Aviation of Vietnam 2006(as amended)/ Article 17.1 of the Law on Civil Aviation of Vietnam 2025 (effective from 01 July 2025)
[17] Article 6.1(a) and Article 38 of Decree 99/2022/ND-CP on secured transactions, as amended and supplemented from time to time (“Decree 99”)
[18]  Article XIV of the Aircraft Protocol
[19] Civil Code 2015 and Decree 99
[20] Article 4.1(c) of Decree 99
[21]  Article 38.3 of Decree 99
[22] Article 670 of the Civil Code.
[23] Decree 99 and the Law on Civil Aviation of Vietnam 2006(as amended)
[24] Article 459.2 of the Civil Procedure Code No. 92/2015/QH13.

< Back to insights hub

Key contacts

DOWNLOAD PDF

Share this Page

Follow us on