Hợp đồng bảo đảm là sự thỏa thuận giữa bên bảo đảm và bên nhận bảo đảm hoặc giữa bên bảo đảm, bên nhận bảo đảm và người có nghĩa vụ được bảo đảm nhằm bảo đảm việc thực hiện nghĩa vụ trong hình thức giao dịch dân sự khác phù hợp với quy định của pháp luật.
Hợp đồng bảo đảm bao gồm hợp đồng cầm cố tài sản, hợp đồng thế chấp tài sản, hợp đồng đặt cọc, hợp đồng ký quỹ, hợp đồng mua bán tài sản có bảo lưu quyền sở hữu, hợp đồng bảo lãnh hoặc hợp đồng tín chấp.
Các quy định cụ thể về xác lập thực hiện giao dịch bảo đảm của Chính phủ ban hành tại Nghị định 163/2006/NĐ-CP và Nghị định sửa đổi, bổ sung số 11/2012/NĐ-CP hướng dẫn thực hiện theo Bộ luật dân sự 2005 tuy đã chi tiết nhưng chưa khái quát và điều chỉnh được hết các vấn đề phát sinh trong thực tế. Để phù hợp với Bộ luật dân sự 2015 mới, đồng thời khắc phục các khuyết điểm trong các văn bản luật cũ, và đáp ứng các mối quan hệ pháp luật trong lĩnh vực giao dịch bảo đảm, ngân hàng ngày càng mở rộng, Chính phủ đã ban hành nghị định mới số 21/2021/NĐ-CP có hiệu lực từ ngày 15 tháng 05 năm 2021 hướng dẫn chi tiết về giao dịch bảo đảm, đáp ứng nhu cầu phát triển kinh tế xã hội cấp thiết trong lĩnh vực giao dịch tài chính ngân hàng, chuyển đổi số như hiện nay.
- Tài sản đảm bảo:
Theo quy định tại Bộ luật dân sự 2015: “Nghĩa vụ bảo đảm có thể là một phần hoặc toàn bộ nghĩa vụ, tùy theo các bên thỏa thuận tuy nhiên có thể bao gồm cả nghĩa vụ trả lãi, tiền phạt và bồi thường thiệt hại. Nghĩa vụ được bảo đảm có thể là nghĩa vụ hiện tại, nghĩa vụ tương lai hoặc nghĩa vụ có điều kiện. Một nghĩa vụ có thể được bảo đảm thực hiện bằng nhiều biện pháp bảo đảm. Trường hợp nghĩa vụ này bị vi phạm mà bên bảo đảm và bên nhận bảo đảm không có thỏa thuận về việc lựa chọn áp dụng biện pháp bảo đảm thì bên nhận bảo đảm lựa chọn biện pháp bảo đảm để áp dụng hoặc áp dụng tất cả các biện pháp bảo đảm. Một nghĩa vụ có thể được bảo đảm thực hiện bằng nhiều tài sản. Phạm vi bảo đảm thực hiện nghĩa vụ của từng tài sản trong số các tài sản bảo đảm được xác định theo thỏa thuận của bên bảo đảm và bên nhận bảo đảm”.
Như vậy, biện pháp bảo đảm có thể được sử dụng bảo đảm cho nghĩa vụ hiện tại hoặc tương lai, một tài sản bảo đảm có thể bảo đảm một phần hoặc toàn bộ nghĩa vụ tùy theo giá trị của tài sản hay giá trị bằng tiền của nghĩa vụ đảm bảo.
Trường hợp một tài sản được bảo đảm thực hiện nhiều nghĩa vụ thì bên bảo đảm phải thông báo cho bên nhận bảo đảm sau biết về việc tài sản bảo đảm đang được dùng để bảo đảm thực hiện nghĩa vụ khác. Mỗi lần bảo đảm phải được lập thành văn bản.
Theo quy định tại Nghị định 21/2021/NĐ-CP, tài sản dùng để bảo đảm thực hiện nghĩa vụ bao gồm:
- Tài sản hiện có hoặc tài sản hình thành trong tương lai, trừ trường hợp Bộ luật Dân sự, luật khác liên quan cấm mua bán, cấm chuyển nhượng hoặc cấm chuyển giao khác về quyền sở hữu tại thời điểm xác lập hợp đồng bảo đảm, biện pháp bảo đảm.
- Tài sản bán trong hợp đồng mua bán tài sản có bảo lưu quyền sở hữu. Trường hợp này thường gặp trong các giao dịch về nhà ở, khi bên bán và bên mua tài sản chưa bàn giao hoàn toàn quyền và nghĩa vụ liên quan đến tài sản – nhà ở.
- Tài sản thuộc đối tượng của nghĩa vụ trong hợp đồng song vụ bị vi phạm đối với biện pháp cầm giữ.
- Tài sản thuộc sở hữu toàn dân.
Cụ thể, tài sản thế chấp mở rộng bao gồm: tài sản được tạo lập từ quyền bề mặt, quyền hưởng dụng; giấy tờ có giá, chứng khoán, số dư tiền gửi; quyền tài sản phát sinh từ hợp đồng; tài sản hình thành từ việc góp vốn; quyền khai thác tài nguyên thiên nhiên; quyền tài sản phát sinh từ quyền sở hữu trí tuệ, công nghệ thông tin, hoạt động khoa học, công nghệ; dự án đầu tư, tài sản thuộc dự án đầu tư; hàng hóa luân chuyển trong quá trình sản xuất, kinh doanh, kho hàng…
Đối với tài sản bảo đảm là quyền sử dụng đất, việc dùng quyền sử dụng đất để bảo đảm thực hiện nghĩa vụ có thể không đồng thời với tài sản gắn liền với đất, dùng tài sản gắn liền với đất để bảo đảm thực hiện nghĩa vụ có thể không đồng thời với quyền sử dụng đất. Trường hợp tài sản gắn liền với đất là tài sản pháp luật không quy định phải đăng ký và cũng chưa được đăng ký theo yêu cầu mà chủ sở hữu và bên nhận bảo đảm thỏa thuận dùng để bảo đảm thực hiện quyền, nghĩa vụ của các bên, được thực hiện theo thỏa thuận trong hợp đồng bảo đảm.
Trường hợp tài sản gắn liền với đất là cây hàng năm theo quy định của Luật Trồng trọt, công trình tạm theo quy định của Luật Xây dựng mà chủ sở hữu và bên nhận bảo đảm thỏa thuận dùng để bảo đảm thực hiện nghĩa vụ thì áp dụng theo quy định của pháp luật về bảo đảm thực hiện nghĩa vụ bằng bất động sản không phải là tàu bay, tàu biển. Việc bảo đảm thực hiện nghĩa vụ bằng tài sản hình thành trong tương lai không áp dụng đối với quyền sử dụng đất.
Đối với tài sản được tạo lập từ quyền bề mặt, quyền hưởng dụng: Hoa lợi, lợi tức hoặc tài sản khác có được từ việc khai thác, sử dụng tài sản là đối tượng của quyền hưởng dụng được dùng để bảo đảm thực hiện nghĩa vụ.
Đối với tài sản dùng để bảo đảm thực hiện nghĩa vụ là vật có vật phụ, vật đồng bộ hoặc vật đặc định thì việc mô tả phải thể hiện được đặc điểm để xác định vật này. Theo quy định tại điều 318 – Tài sản thế chấp, Bộ luật dân sự thì đối với trường hợp thế chấp toàn bộ bất động sản, động sản có vật phụ thì vật phụ của bất động sản, động sản đó cũng là tài sản thế chấp. Trường hợp một phần bất động sản, động sản có vật phụ thì vật phụ gắn với tài sản đó thuộc tài sản thế chấp.
Đối với tài sản đảm bảo là Quyền tài sản phát sinh từ hợp đồng: Bên có quyền trong hợp đồng được dùng quyền đòi nợ, các khoản phải thu, quyền yêu cầu thanh toán khác; quyền khai thác, quản lý dự án đầu tư; quyền cho thuê, cho thuê lại; quyền hưởng hoa lợi, lợi tức, lợi ích khác trị giá được bằng tiền hình thành từ hợp đồng; quyền được bồi thường thiệt hại; quyền khác trị giá được bằng tiền phát sinh từ hợp đồng để bảo đảm thực hiện nghĩa vụ.
Đối với tài sản hình thành từ việc góp vốn: chủ thể góp vốn được dùng cổ phần, phần vốn góp, quyền mua phần vốn góp hoặc lợi tức phát sinh từ cổ phần, phần vốn góp trong pháp nhân thương mại, pháp nhân phi thương mại là doanh nghiệp xã hội để bảo đảm thực hiện nghĩa vụ theo quy định của pháp luật và điều lệ của pháp nhân (nếu có)
Đối với tài sản là giấy tờ có giá, chứng khoán, số dư tiền gửi tại tổ chức tín dụng, chi nhánh ngân hàng nước ngoài được dùng để bảo đảm thực hiện nghĩa vụ nhưng việc mô tả tài sản bảo đảm phải phù hợp với quy định của pháp luật về giấy tờ có giá, chứng khoán, ngân hàng.
Đối với quyền khai thác tài nguyên thiên nhiên: chủ thể có quyền khai thác tài nguyên thiên nhiên theo quy định của pháp luật liên quan được dùng quyền khai thác khoáng sản; sản phẩm của rừng tự nhiên, trừ động vật; hải sản tự nhiên, bao gồm động vật và thực vật biển; tài nguyên nước, bao gồm nước mặt, nước biển và nước dưới đất, trừ nước thiên nhiên dùng cho nông nghiệp, lâm nghiệp, ngư nghiệp, diêm nghiệp; yến sào thiên nhiên; quyền khai thác tài nguyên thiên nhiên khác trị giá được bằng tiền để bảo đảm thực hiện nghĩa vụ quy định tại điều này phải phù hợp với quy định của pháp luật về khoáng sản, pháp luật về tài nguyên thiên nhiên khác.
Quyền tài sản phát sinh từ quyền sở hữu trí tuệ, công nghệ thông tin, hoạt động khoa học, công nghệ trí giá được bằng tiền như: quyền tác giả, quyền liên quan, quyền sở hữu công nghiệp, quyền đối với giống cây trồng; quyền sở hữu, quyền sử dụng kết quả nghiên cứu khoa học, phát triển công nghệ, chuyển giao công nghệ; quyền khác trị giá được bằng tiền được dùng để bảo đảm thực hiện nghĩa vụ dân sự.
Đối với dự án đầu tư, chủ đầu tư được sử dụng để đảm bảo thực hiện nghĩa vụ. Chủ đầu tư có thể dùng toàn bộ dự án đầu tư, quyền tài sản của mình về khai thác, quản lý dự án đầu tư và quyền tài sản khác thuộc dự án đầu tư để bảo đảm thực hiện nghĩa vụ.
Ngoài ra hàng hóa luân chuyển trong quá trình sản xuất, kinh doanh và kho hàng có thể được dùng để bảo đảm thực hiện nghĩa vụ có thể được mô tả theo giá trị tài sản hoặc theo loại hàng hóa, hàng hóa có thể trong kho hoặc đang tham gia quá trình sản xuất, kinh doanh.
Có thể thấy việc quy định cụ thể các loại tài sản được dùng bảo đảm thực hiện nghĩa vụ đã mở rộng phạm vi các loại tài sản có thể đảm bảo, tạo thuận lợi cho các giao dịch giữa các bên, đồng thời pháp luật quy định chặt chẽ hơn về đối tượng của tài sản đảm bảo nhằm ngăn ngừa các mâu thuẫn, vấn đề phát sinh liên quan đến giao dịch do tài sản không đủ điều kiện tham gia giao dịch như: tài sản bị ngăn chặn cấm mua bán, chuyển nhượng do đã được bảo đảm, hoặc tại thời điểm giao dịch tài sản phát sinh tranh chấp, nếu phát sinh các giao dịch tiếp theo sẽ dẫn đến thiệt hại cho các chủ thể tham gia giao dịch khác. Đây là những điểm mới so với quy định tại Bộ luật dân sự 2005, nghị định 163/2006/NĐ-CP…
Trên đây là bài viết về “Tài sản bảo đảm – Một số quy định mới của pháp luật” của Công ty Luật TNHH Apra. Quý khách hàng thắc mắc hoặc có ý kiến về các vấn đề nêu trong bài viết và cần được giải đáp, vui lòng liên hệ số hotline để được tư vấn và hỗ trợ.
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