NATIONAL ASSEMBLEE A ADOPTETHE PRESIDENT OF THE PROMULGUE REPUBLICI'll tell you what.
VU The Constitution of 15 September 1992;
VU Constitutional Law No.92/AN/10/6th L of 21 April 2010 revising the Constitution;
VU Act No.66-455 of 2 July 1966 on companies practising leasing;
VU Civil Code;
VU Law n°119/AN/11/6th L relating to the establishment and supervision of credit institutions and financial auxiliaries;
VU Law No.134/AN/11/6th L of August 1, 2012 adopting the trade code;
VU Decree No.2016-109/PRE of 11 May 2016 appointing the Prime Minister;
VU Order No.2016-110/PRE of 12 May 2016 appointing members of the government;
VU Circular n°164/PAN of 24/05/2017 convening the 3rd Public Meeting of the 1st Session of the Year 2017;
The Council of Ministers heard at its meeting of 14/03/2017.
Article 1: The purpose of this Act is to govern the leasing or leasing transactions, the leasing contract, the rights, obligations and responsibilities of the parties involved in a leasing operation, and the associated collective procedures.
Article 2: For the purposes of this Act:
Construction in the field of the credit-preneur:
The financing of the constructions to be carried out on a land owned by the credit-taker.
Any existing or future real estate or property, including things to be transformed, for commercial or professional use, excluding currency, receivables and securities.
It may also be a trade fund or an artisanal establishment or one of the intangible elements of such a fund or institution, including industrial property rights or the right to lease,
Any agreement by which the credit-bearer gives for rent for a firm duration and in return for the payment of rents by the credit-taker, one or more property acquired by the credit-bearer at the request of the credit-taker or a previous credit-taker. The contract shall require the owner's right to acquire, at the end of the contract, all or part of the leased property at an agreed price, taking into account, at least for part, the payments made for rent;
The contract by which the payer acquires the property, subject to the lease agreement. Any modification of this contract of supply made without the agreement of the lessor credit is inopposable to the lessor creditor, in such a case, remains the guarantor of the performance of the supply contract in its initial drafting;
any lease of furniture or immovable, bodily or intangible property for professional use, specially acquired or constructed, for the purpose of this lease, by a business that remains the owner of it. This rental operation, regardless of its name, shall, in the long term, provide for the right of the tenant to acquire all or part of the leased property at an agreed price, taking into account, at least for part, payments made as rents;
The moral-proprietary person of an asset who enters with a third party a leasing contract, so that that third party detachs the property and enjoys it for a specified period of time;
Real estate lease :
The leasing transaction relating to commercial real property purchased or constructed on demand and on behalf of the leasing agent, together with the possibility for the leasing owner, by the expiry of the lease, to access the property of all or part of the leased property under one of the following terms:
- by assignment, in execution of a unilateral promise of sale;
- by direct or indirect acquisition of the property rights of the land on which the leased building(s) were built.
The leasing operation on movable property consisting of equipment, equipment and or equipment necessary for the activity of the leasing agent;
Any natural or legal person who uses leased furniture or immovables for the purposes of his or her professional activity under a furniture or real estate leasing contract;
Any natural or legal person who, for commercial reasons and in order to allow the realization of a leasing operation, shall issue a property chosen and specified by the licensor, under a purchase or sale agreement in accordance with a notebook of charges established with a leasing credit on order and upon request of the licensor.
Purchase option survey:
The non-equivocal demonstration, in writing, by the credit-claimer to acquire in full ownership the property that has been credited with a lease;
The action that consists in renting a property against payment of a sum of money;
The faculty conferred on the leasing credit at the end of the leasing contract to become the owner of all or part of the property(s) that is the subject of the leasing contract, under a unilateral promise of sale incorporated in the leasing contract, the realization of which remains subordinate to the payment of the price set in advance;
The sale price of the leased property at the end of the lease period, set in advance in the lease agreement; it takes into account rents paid.
CONTRAT DE CREDIT-BAIL
Chapter 1: Form and content of the lease agreement.
Article 3: The movable lease agreement is written.
Any real estate lease agreement must be established by authentic act.
Article 4: In case of invalidity, the lease agreement must include:
- the identity of the parties;
- description of the goods, object of the contract, with all the characteristics that allow to identify them;
- the mention of the party having chosen the property and the supplier;
- mention of the purchase price of the property, object of the leasing credit;
- mention of the duration of the leasing credit;
- mention of the amount and number of rents;
- the provisional payment schedule for rents;
- the mention of the irrevocable period - inferior or equal to the duration of the lease - and during which the parties cannot revise the terms of the contract; this period may in any case be less than one year;
- the mention of the purchase option offered to the buyer credit at the end of the contract or before the expiration of the contract;
- mention of the purchase option price of the leased property in term and, if applicable in the future.
Article 5: The lease agreement may, depending on the wishes of the parties, contain any clause relating to:
- the commitment of the credit-preneur to provide to the credit-bearer real or personal guarantees or security rights;
- the exemption of the credit-bearer from his civil liability to the credit-preneur - this exemption may only be partial in order not to deprive the contract of his cause-or vis-à-vis third parties;
- the exemption of the debtor's credit from obligations generally paid to the owner of the leased property;
- the definition of cases of force majeure;
- the procedure for resolving disputes that may arise from the contract.
Generally, any clause requiring the credit-preneur to install the leased property at its costs, risks and risks, the maintenance and repair of the leased property and the insurance obligation.
Article 6: The lease agreement applies to the parties and their beneficiaries. It is applicable to third parties from the date of registration in the trade and corporate register or in land conservation.
Chapter 2: Registration and publication of leasing contracts
Article 7: When the lease agreement applies to a piece of furniture other than rolling stock, the scraper credit must, hardly unopposable, proceed to the registration of the contract in the trade register and companies.
When the lease agreement applies to an immovable, the scraper credit must, in no way unopposable, proceed to the registration of the land retention contract.
In the event of the renewal or transfer of the lease agreement, the lessor credit shall, with little inopposability, proceed to the rectificative registration of the contract under the terms referred to in the first two paragraphs of this Article.
Registration must be published in the newspaper. The registration and publication fees will be determined by a regulatory act.
The poultry credit, barely unopposable, proceeds to the cancellation of the registration within fifteen days of the end of the contract.
The registration provided for in this section does not exempt parties from other advertising obligations specific to any property transaction, subject to the lease.
Article 8: The scraper can also, and as necessary, publish the inscriptions taken on any other medium.
RIGHTS AND OBLIGATIONS OF THE PARTIES TO
Article 9: The obligations of the credit-preneur and the credit-bearer shall, unless otherwise stipulated, be irrevocable for the duration of the contract or any other period agreed by the parties and from the date of the conclusion of the contract or the date of taking effect agreed by the parties.
Chapter 1: Fees and Duties of the Pay Credit
Article 10: The scraper credit remains the owner of the property throughout the term of the lease agreement. Its ownership right continues after the contract ends, unless the buyer's credit raises the purchase option.
Article 11: During the term of the leasing credit, the leasing credit is entitled to a visit whose terms and conditions are determined by the leasing contract.
In the absence of such a stipulation, the poultry credit may exercise its right to visit after having notified the buyer's intention by registered letter with acknowledgement of receipt or by any means leaving written trace.
Article 12: The credit-bearer may assign all or part of his or her privileges, rights and obligations arising from the lease agreement without requiring the consent of the credit-bearer, provided that the credit-bearer is informed in writing. However, the assignee must guarantee to the lessor credit that such an assignment does not affect the peaceful enjoyment of the leased property, as well as compliance with the provisions of this Act and the terms of the lease agreement. The assignee is obligatoryly a betting credit, within the meaning of this Act.
In the event of a transfer of one or more property included in a lease transaction and for the duration of the transaction, the assignee is liable to the same obligations as the assignor, which remains guarantor of these obligations,
The property given in a lease may be the subject of a pledge of any kind or of a mortgage made by the leasing agent. In the event that a third party of any of these guarantees is fulfilled, the obligations of the Bail-Current Loan Credit are transferred to the new owner of the leased property,
In the event that the lessor credit has the option to purchase on the property provided for in the lease agreement, the lessor credit is required to purge, without delay and barely. Damage and interest, any charge where a mortgage encumbers the property. The fees are charged to the scraper credit.
Article 13: The leasing is required:
- at the time of the purchase of the property, inform the supplier in writing, that the property will be given in a lease credit to a claimant credit whose name and address it must communicate; in the absence of such information, any failure of the supplier to the obligations stipulated in the contract of supply shall entail the liability of the creditor to the creditor;
- upon receipt of the notice of receipt of the property duly signed by the supplier and the buyer's credit and any legal or contractual document required, to pay to the supplier the agreed price for the acquisition of the property;
- to guarantee to the licensor a peaceful enjoyment of the leased property; this obligation covers only the impairments of enjoyment caused by the leasing agent, or by its rightful persons or agents.
Article 14: In the event of a failure of the credit-bearer in the performance of its legal or contractual obligations, the credit-taker or supplier may act in repair against the credit-bearer.
In the event of a serious breach of the debtor's obligations, making it impossible to use the leased property by the owner's credit, the latter may after an unsuccessful stay, terminate the contract.
Article 15: The lack of delivery, late delivery and delivery of a non-conformal property does not open the action credit against the credit-bearer, only when they proceed with an act, omission or fault of the credit-bearer, including the failure to pay the price.
If the supplier's failure to comply with its obligations results from the non-compliance by his or her credit, the lessee may retain the rents stipulated in the lease agreement.
Chapter 2: Guarantees and Privileges
Article 16: In addition to conventional security rights, if any, the credit-bearer shall, for the recovery of his debt arising out of the principal and incidental lease contract, be liable to the amount claimed, have a general privilege on all furniture and real property, receivables and assets in account of the credit-bearer.
Article 17: The privilege referred to in section 16 above may be exercised at any time during and after the term of the lease agreement. This privilege has effect only if it is entered within six months of the conclusion of the contract to the trade and corporate register or to land conservation.
Registration retains the privilege for three years, from the day it was taken. Its effect ceases, unless renewed, upon the expiry of this period.
Article 18: The debtor credit may, for the safeguard of its debt on the credit-preneur, take any precautionary measures of seizure on the furniture or immovables of the credit-preneur.
Article 19: The right of preference conferred on the credit-bearer by the general privilege shall be exercised after the seizure of movable and immovable property, receivables and assets in account of the credit-bearer.
Article 20: In the event of a partial or total loss of the leased property, the scraper credit is the sole purpose of receiving the insurance allowances for the leased property, notwithstanding the credit-taker's management of the insurance premiums subscribed and without the need for a special delegation granted to that effect.
When the amounts received from the insurer exceed the amount of the rents to be echoed, increased rents owed and unpaid, the lessor shall return the excess to the lessee by compensation with the rents owed and unpaid, and then with the rents to be echoed.
Article 21: When the leased property is accompanied by a certificate of ownership, the title is transferred to the profit of the lessor credit when the lessee paid the property.
For the purpose of safeguarding its rights to the leased property during the term of the leased credit contract, the buyer may request a special stamp on the certificate stating that the property is leased under a leased credit contract and with a purchase option
Chapter 3: Rights and Obligations of the Licensor
Article 22: During the term of the leasing credit, the leasing credit bears the legal and tax obligations under the conditions and limits set by this Act and the leasing contract.
Article 23: Subject to the performance of its legal and treaty obligations, the owner's credit may enjoy and use the leased property from the effective date of delivery of the leased property(s) to the end of the contract. Except as otherwise provided, the lessee is not entitled to a renewal of the contract.
Article 24: The licensor may assign to any third party any or all of its rights arising from the leasing contract. However, prior written consent must be obtained from the scraper.
Article 25: The lessor credit is required to pay the rents under the conditions set by the contract.
Article 26: Liability for leased property and all risks associated with such property, including total loss, damage, theft, misrepresentation, installation or use of the property making it impossible to use the property in accordance with its technical and commercial specifications, are transferred to the lessor credit as soon as the property is available, unless otherwise provided by the lease agreement.
The licensor must exploit the leased property as a good family father. It ensures the proper preservation of the property, the exploitation under normal conditions for goods of this nature and the maintenance in the condition where it was delivered, subject to normal wear and tear.
With the exception of intangible property, all property credited to a lease must be taken by the credit-claimer on the date of delivery, on an essential part and in an apparent manner, of a plate fixed to a residence indicating that the property is the property of the credit-bearer.
Unless otherwise provided in the lease agreement, the obligation to maintain the leased property is at the expense and expense of the lessor credit, which must, in particular, meet the technical instructions for use issued by the manufacturer or supplier of the property.
In the event of damage caused by third parties to the leased property, the lessee has the obligation to rehabilitate the property. It may act against third parties responsible in order to recover the costs incurred on this occasion.
The lessor credit shall notify the lessor in writing of any breach of its enjoyment of the leased property caused by third parties and any claim by third parties of the ownership of the leased property. This notification must take place within seven days of the date on which the lessee was aware of these elements. In the event of a default of the lessee, the lessee is liable to the lessor credit for the adverse consequences of the failure to notify.
Unless otherwise provided in the lease agreement and by exception to any legal provision otherwise, the obligation to pay taxes and other charges in respect of the possession and use of the leased property shall be borne by the lessee.
Article 27: The owner's credit may, at the expiry of the lease period and at its sole discretion:
- lift the option by buying the leased property for its residual financial value as set out in the leasing contract. The legal provisions of the right of sale relating to the guarantee of apparent or hidden defects do not apply to the assignments agreed between the credit-bearer and the credit-bearer following the lifting of the purchase option;
- renew, in the event of an agreement with the lessor credit, the rental for a period of time and with a rent to be agreed between the parties taking into account a new rental basis to be determined by mutual agreement or an expert;
- to return the leased property to the leasing credit in the state where it was rented, subject to wear resulting from normal use of the property.
The buyer's credit may also lift the purchase option before the end of the contract, if any, after a minimum lease period specified in the contract. The price to be paid in this case will be equal to the outstanding outstanding amount due in principal increased, if any, of an advance redemption commission fixed, by mutual agreement, in the lease agreement.
Article 28: The owner's credit is responsible for the loss and damage caused to third parties by the possession or use of the leased property. To this end, the parties may agree in the lease agreement that such a risk will be covered at the expense and expense of the lessor credit by an insurance policy contracted with an insurance company and chosen by the lessee credit, in accordance with the lessor credit.
This liability does not cover any damage caused by defects that engage the supplier or manufacturer's direct liability with respect to the claimant credit.
The lessor credit, acting in its capacity as a lessor and owner, within the limits of its rights as stipulated in the supply and lease agreements, is exempt from any liability with respect to the lessor credit or third parties, due to death and damage to persons and property caused by the leased property or its use. The owner ' s credit assumes full civil liability for damage caused by leased property, in accordance with the provisions of existing legislation.
If the destruction of the leased property is not due to the fault of the leasing credit, the leasing credit must continue to pay the rents for the maturity periods previously fixed in the leasing contract. The anticipated termination of the contract for a non-bearing cause does not prevent the parties from enjoying the special tax regime provided for in this Act, provided that the term of the lease agreement is greater than 12 months.
Article 29: Unless otherwise stipulated in the contract or subsequent agreement between the parties, the proceeds and profits derived from the use of the particular property in leasing, as well as any improvement made to the latter with the express consent of the leasing credit, remain the property of the leasing agent. The improvements made by the lessor credit without the consent of the lessor credit do not open to it - unless otherwise stipulated - the right to no compensation.
When the lessor credit, at its own expense and with the written consent of the lessor credit, brings to the property improvements that cannot be separated without damage, the lessor credit, which does not lift the purchase option must at the end of the lease and unless otherwise stipulated, receive compensation for the improvement costs exposed.
Chapter 4: Supplier rights and obligations
Article 30: The supplier is required to deliver to the lessor credit the goods purchased and leased in accordance with and within the time limits of the supply contract.
The acceptance of the property occurs when the supplier returns to the scraper credit the delivery voucher approved by the licensor which may, at the time of receipt of the goods or goods, be assisted by an expert. Acceptance of the delivery voucher is not an obstacle to the exercise by the buyer's credit of the action in guarantee of hidden defects against the supplier.
Article 31: In the event of failure to deliver the leased property, partial delivery, late delivery, non-compliant delivery to the contract of supply, the buyer's credit or, failing that, the scraper credit may require the supplier to deliver a compliant property, the implementation of the cancellation guarantee. It may, in addition, implement all measures provided by common law to compel the supplier to perform and repair any damage resulting from the supplier's failure to perform its contractual obligations.
Article 32: The supplier may not be exempted from the obligations set out in sections 31 and 32 unless the supplier relates the evidence that the failure to deliver, partial delivery or late delivery of the goods subject to the contract is either due to the leasing or due to the licensor or a case of force majeure.
SPECIFIC REGLES IN CREDIT-BAIL
Article 33: The real estate lease contract may include:
- the purchase and rental of a building built;
- the purchase of a land and the financing of the constructions;
- the financing of the constructions to be carried out on a land owned by the lender.
During the construction period, the actuator credit pays only pre-workers to the scraper credit, calculated on the basis of the actual funding amounts disbursed. The rents themselves are payable from the date of receipt of the work by the leasing agent.
The lease contract for construction on the land of the credit-preneur shall include:
- the authorization of the lessor credit to carry out the agreed constructions;
- mortgage of the land in favor of the leasing agent;
- an option to purchase the land for the benefit of the leasing; the latter may be exercised only in the event of a duly proven failure of the credit-claimer in the performance of its contractual obligations in order to justify the termination of the contract;
- the price of lifting the above-mentioned purchase option; it must be an agreed real price or an expert;
- the possibility for the credit-bearer to seize the competent judge of an application for a waiver of option of purchase at the agreed price after consignation of the said sum with a bank institution, in case of termination of the contract with the wrongs of the credit-taker and refusal by the latter to sell the land.
Article 34: Notwithstanding the right of ownership of the leased real property credit during the lease period and unless otherwise agreed by the parties, all legal and fiscal obligations and responsibilities to the legal owner are transferred to the lessee. These include:
- to pay taxes, taxes and other similar charges to the leased real estate;
- not to bring to the leased real estate and its outbuildings a change that would diminish its enjoyment;
- to carry out at its expense in the rented premises all repairs generally to the owners.
Article 35: The real estate credited in the course of the contract term cannot be the seat of a trade fund constitution.
At the end of the lease period stipulated in the lease agreement and in the event of a non-release of the purchase option, the lessee can not claim to maintain the leased premises. 11 cannot also avail itself of commercial property on the leased building.
Article 36: When the lease agreement covers an immovable, the immovable must meet the requirements of legislation and regulations relating to real property.
RUPTURE, RESILIATION AND VOIES
Article 37: The lease agreement ends with the term stipulated. It may also terminate by agreement of the parties before the term fixed in the contract.
Article 38: At the end of the leasing contract and, in the absence of lifting the option to purchase or renew the contract, the licensor spontaneously returns the property to the licensor. Otherwise, the recovery of the property is carried out in accordance with the provisions of sections 41 to 45 below.
Article 39: Subject to the provisions of Part VI of this Act, the termination of the lease agreement during the irrevocable period shall, if it is done by the lessor credit and in particular in the event of a failure to pay one or more of the rents, the payment to the lessor credit, in addition to unpaid rents and interest, be compensated.
The minimum amount of this allowance may not be less than the amount of the remaining rent owing, unless the parties have otherwise agreed. The rights of the credit-bearer shall be exercised by the resumption of the leased property in accordance with the provisions of sections 42 and 43 of this Act, as well as by the exercise of its privilege on the achievable assets of the credit-bearer, and, where applicable, on the property of the owner.
Article 40: If the lease agreement is established by an authentic act and covered by the enforceable formula, the pay-per-view credit with the large issued by the notary may, where the lessee credit has not paid one or more rent-periods and is not the subject of any collective payment of the liability, make by act of bailer the recovery of the leased property between the hands
Article 41: If the leasing contract is under private seing, the leasing credit may, for the purpose of returning its property and after placing the leasing credit by way of a judicial officer with a 15-day payment period, act in return, and in such case, the president of the competent court or the judge by him or her delegate shall rule within eight days after his seizure of the property
The Court of Appeal shall rule within thirty days of its referral.
The recovery of a rolling stock under a gray card comes with the assistance of the police services. The head of the police station in the place of the request for assistance issues a search opinion throughout the national territory. If the vehicle is immobilized in another place, it will be repatriated to the source of the search notice and delivered to the enforcement officer.
Article 42: The licensor, who has recovered his property in accordance with the provisions of sections 42 and 43 of this Act, may sell it or give it again in leasing to another natural or legal person, notwithstanding any challenge made by the licensor.
Article 43: The failing owner's credit cannot be granted any grace period for the performance of his obligation to return the leased property.
CREDIT-BAIL AND PROCEDURES
Article 44: In the event of amicable or judicial dissolution, preventive settlement, judicial reorganization or liquidation of the property of the creditor, the leased property is exempt from any prosecution of the creditors of the creditor, a chirographer or a privileged person, regardless of their legal status and rank and whether they are considered individually or constituted by mass in the context of a judicial liquidation or a collective procedure for the disposition of the liability.
In the event of a judicial recovery or liquidation of the property of the lessor credit, the trustee may, within sixty days of the date of its designation, choose to continue the lease agreement in the agreed terms or to terminate the lease agreement.
At the end of the period referred to in paragraph 2 above, and if no decision is reached to the lessor, the property, subject to the lease agreement, must be returned to the lessor. The leasing credit may not, if it has not published the leasing contract, request the restitution of the leased property only by way of the claim. If the leasing contract has been published, the leasing credit is exempted from the claim action provided by the texts in force and may act as restitution. If, after informing the credit-bearer, the trustee decides to continue the execution of the contract until the end of the contract and, at the outset of the contract, the purchase option has not been exercised, the property is then immediately and in full right returned to the lessor credit under normal wear conditions.
Without prejudice to the preceding paragraphs, the payer is entitled to claim rents and all other amounts resulting from the lease agreement, payable up to the restitution of the property, as well as an entitlement indemnity calculated on the prorated basis of the last rent charged for any period of possession of the property in a lease amount beyond the term of the contract.
Article 45: If the buyer's credit subject to the collective procedure does not make a payment of a rent maturity, the payer may retain the trustee, exercise his option or provide the promised benefit, within thirty days, under penalty of full contract resolution.
Article 46: Whenever the leasing is a credit institution, the collective procedure for the establishment is subject to the provisions of the bank regulation law. The licensor can:
- either continue the lease agreement in accordance with its initial conditions and exercise the purchase option on the date specified in the contract;
- either hand over the leased property to the liquidator or the trustee by notifying the contract resolution and joining the other creditors to recover the amounts he paid to the leasing credit, after deduction of the rents for the period of his use of the leased property.
Article 47: When, at the end of a collective proceeding, the credit-bearer's rights to the property are transferred to a third party, the latter has all the rights of the previous lender. It shall then be held in accordance with the provisions of the lease agreement.
It may not take over the leased property or terminate the leased credit contract unless the lessor credits fail to comply with the obligations under the leased credit contract.
Article 48: The tax credit, subject to this Act, is subject to a specific tax regime governed by the general tax code and other applicable tax laws.
Article 49: A person shall be liable to imprisonment for 1 to 3 years and a fine of 300,000 to 3,000 francs, or to any of the penalties provided, for any lessor credit that hinders the application of a plaque indicating that a property is the property of a lessor credit, destroys the said plate, removes or recovers the marks so affixed before the effective transfer of the property to the lessor credit.
Article 50: Is punished by the penalties provided for in the previous article, the licensor who by fraudulent maneuvers conceals the rights of the licensor on a property.
Article 51: It is punishable by imprisonment from one year to five years and a fine of 300,000 to 3,000 francs, or one of the penalties provided for, any credit-preneur who employs the quality of owner of a furniture in leasing, detracts or refuses to return it. Police and gendarmerie services lend their support for the recovery of a rolling stock that has been pledged.
OTHER AND TRANSITIONAL PROVISIONS
Article 52: Unless an arbitration agreement, any dispute arising from the conclusion or execution of a lease agreement shall be brought before the competent court.
Article 53: Corporations incorporated prior to the coming into force of this Act, regardless of the qualification given to their operations, which make the usual practice of leasing activities within the meaning of this Act, shall have a period of twelve months from its entry into force to comply with the requirements of this Act.
Article 54: This Act will be published.