The Council of Judges of the Supreme People’s Court adopted Resolution No. 03/2026/NQ-HDTP dated 18 August 2026, providing guidance on the application of certain legal provisions in resolving deposit disputes (“Resolution 03”), which takes effect from 15 October 2026. Resolution 03 guides the uniform application of the 2015 Civil Code (“CC”) and the 2015 Civil Procedure Code (“CPC”) in resolving deposit disputes, clarifying how current law is to be understood in situations on which judicial practice has hitherto diverged. Resolution 03 is expected to enhance the consistency and predictability of dispute resolution and to provide a clearer legal basis for parties in establishing and performing deposit agreements, while also helping to protect the lawful rights and interests of parties to transactions. In particular:
Form and Validity of a Deposit Agreement
- Form: A deposit agreement is a civil transaction and shall comply with the form requirements of Article 119 of the CC, unless sector-specific legislation requires it to be made in writing. The parties may enter into a separate deposit contract or include a deposit clause in the contract containing the secured obligation.
- Validity: A deposit agreement is valid when it satisfies the conditions set out in Article 117 of the CC. Resolution 03 clarifies two situations:
- Where the agreement lacks information or is unclear (e.g., as to the dimensions of a land parcel or the transfer price), such that the contract is not concluded or cannot be performed, the deposit agreement remains valid provided it satisfies all conditions under Article 117 of the CC.
- Where a deposit agreement secures the conclusion of a contract that, at the time of the deposit, would be invalid if concluded, the deposit agreement is valid provided it satisfies the conditions under Article 117 of the CC. (e.g., the deposit recipient is not yet named on the land use right certificate at the time of receiving the deposit. That a land use right transfer contract may subsequently be invalid does not automatically render the deposit agreement invalid. In this case, the deposit contract is valid provided it satisfies all conditions under Article 117 of the CC)
2. Effect of a Deposit Against Third Parties
- The point in time at which a deposit takes effect against third parties is determined in accordance with the law on security for the performance of obligations.
- Once a deposit takes effect against third parties, the deposit recipient retains the right to recover the deposited asset where it is transferred to another person, including by sale, gift or exchange, or where it is possessed or used without legal basis, unless otherwise provided by law.
- Where a deposited asset secures multiple obligations and the deposit has effect against third parties, the order of priority of payment is determined in accordance with Article 308 of the CC and other relevant laws.
3. Deposited Assets
- Scope of assets: In addition to money, precious metals and gemstones, a deposited asset may be another item of value. Accordingly, Resolution 03 gives examples including shares, bonds and digital assets.
- Conditions: The asset shall not be prohibited or restricted from transaction, shall be capable of being delivered to and held by the deposit recipient, and shall be valued in a specific sum of money at the time of the deposit, unless otherwise provided by law.
- Value: The value of the deposited asset may be greater than, equal to or less than that of the secured obligation. The parties agree on the monetary value. Failing agreement, the Court determines the value as at the time of the first-instance trial.
- Co-owned assets: For jointly-owned property (unified co-ownership), the consent of all co-owners is required. For co-ownership in shares, the depositor may deposit only the portion belonging to that depositor. These two rules apply unless otherwise provided by law and unless the parties agree otherwise.
4. Handling of Breach of a Deposit Agreement
- Where the parties have not agreed on forfeiture of the deposit:
- If the deposit recipient refuses to conclude or perform the contract, the deposit recipient shall, in addition to returning the deposited asset to the depositor, pay the depositor a sum equal to the value of the deposited asset;
- If the depositor refuses to conclude or perform the contract, the deposited asset belongs to the deposit recipient.
- Determination of fault: In a dispute where the parties have made no other agreement, where the deposit secures the conclusion of a contract, its performance, or both, the party at fault for the failure to conclude or perform the contract, or for its invalidity, shall bear the deposit penalty under the CC. No deposit penalty applies where both parties are at fault, or where the failure results from force majeure or an objective obstacle.
- Deposit securing only the conclusion of a contract: Once the contract has been concluded, breaches arising during its performance, or the subsequent discovery that the contract is wholly or partially invalid, do not give rise to a deposit penalty. In such cases, the rules on breach of contract or on the consequences of an invalid contract apply.
- Amount of the deposit penalty, interest, compensation and contractual penalty:
- Cap on the deposit penalty: Where the amount of the penalty agreed by the parties exceeds the value of the contract secured, the Court shall decide on a penalty not exceeding the value of the contract at the time of the first-instance trial.
- Interest: The Court accepts claims for interest on the deposited sum under Article 357 of the CC, calculated from the day immediately following the day on which the obligation to return arises.
- Deposit penalty and compensation for damages: Where the parties have made no agreement, the Court may accept both a claim for the deposit penalty and a claim for compensation for damages under Article 419 of the CC.
- Deposit penalty and contractual penalty: Where the parties have agreed that the same breach attracts both a deposit penalty and a contractual penalty under Article 418 of the CC, the Court shall consider and accept only the claim for the deposit penalty, and shall not accept the claim for the contractual penalty.
5. Jurisdiction of the Courts
- For deposits relating to immovable property where the places of residence or work of the plaintiff and defendant and the location of the immovable property differ, territorial jurisdiction is determined under Article 39.1(a) and 39.1(b) of the CPC.
- For notarized deposit contracts:
- If only a declaration of invalidity of the notarized document is sought on the ground that the notarization breached the law on notarization, the Court of the place where the notarial practice organization has its head office has jurisdiction (Article 39.2(m) of the CPC).
- If the parties both dispute the deposit contract and seek a declaration of invalidity of the notarized document, Article 39.1(a) and 39.1(b) of the CPC apply.
6. Limitation Period for Initiating Lawsuits
- Claims for deposit penalty, compensation for damages, and other claims relating to the deposit contract: 3 years from the date the person entitled to make the claim knew or should have known that their lawful rights and interests were infringed (Article 429 of the CC).
- Claims for a declaration that a deposit transaction is invalid: 2 years (Article 132 of the CC).
- Claims for recovery of the deposited asset: no limitation period applies (clause 2, Article 155 of the CC).
