Vietnam Maritime Code Reform: What the 2026 Draft Means for Owners and Lenders

Updated: 14 October 2026 · IVLF Advisors

A draft is not a law, yet lenders, owners and charterers are already pricing it in. The Vietnam Maritime Code reform now moving through the legislative process would fold the Maritime Code and the inland waterway statute into a single instrument, and early reports say it removes roughly 296 articles. If you hold a mortgage over a Vietnamese-flag vessel, run a fleet, or sign time charters with Vietnamese counterparties, the hidden risk is not the text itself. It is the gap between today’s binding rules and a future text that may change before it is adopted.

This article separates what is law from what is proposal, explains the commercial exposure for each party, and sets out steps you can take now without betting on any particular outcome.

Table of Contents

• Why the Vietnam Maritime Code reform matters to your balance sheet
• What the draft Maritime and Inland Waterway Code proposes
• What remains binding today
• Impact on shipowners in Vietnam
• Impact on financiers and charterers
• Scenario planning for the transition
• Action plan: what to do before adoption
• FAQ: common questions
• Conclusion

Why the Vietnam Maritime Code reform matters to your balance sheet

Maritime contracts run for years. A ship finance facility may last ten years or more, and a long-term charter or contract of affreightment can span several trading cycles. A statute that changes mid-term can alter priority of claims, registration mechanics, liability limits or licensing conditions after the money has been advanced.

That is why the Vietnam Maritime Code reform deserves attention before it is passed, not after. Documents signed today should survive a change of law, and the time to build that resilience is while the text is still in draft.

Three questions every decision-maker should ask

• Which of my current rights depend on a provision that the draft could merge, shorten or remove?
• Which of my contracts contain a change-of-law clause, and does it actually allocate the cost?
• Who inside my organisation is monitoring the official draft portal and consolidated texts?

Many boards treat legislative change as background noise until a regulator issues a notice. In shipping that is expensive. Mortgages, charters and licences are signed on the assumption that rules stay roughly stable, and the cost of a surprise falls first on whoever drafted the weakest clause.

A second reason is timing. Draft codes rarely pass in the form first published. Committees, government feedback and floor debate all reshape the text, so the useful question is not “what does the draft say” but “which of my positions survive under most versions”.

What the draft Maritime and Inland Waterway Code proposes

Status: a draft, not adopted

The Ministry of Construction (Bộ Xây dựng) has prepared a draft Maritime and Inland Waterway Code, described as a revised version of the maritime code. The Law and Justice Committee is the reviewing body, and the plan is to submit it to the National Assembly at the second session of its 16th term. Government members gave feedback in a report dated 18 August 2026, and a National Assembly Standing Committee session was reported on 27 August 2026.

As of 14 October 2026 the draft has not been adopted. Its content may change at any stage, including after the first reading. Treat every provision you read in press coverage as provisional.

Why Vietnam Maritime Code reform means longer contracts

When a statute gets shorter, contracts usually have to get longer. Gaps that a detailed code once filled by default must be filled by agreement. Parties that relied on silent statutory protection, such as default rules on carrier liability, repair liens or shipowner limitation, should check whether the same protection will exist after the merger.

English-law practice offers a useful comparison. Under English law, parties to ship finance and charters customarily write out their rights in full, because the common-law default is thin. This is English-law and market practice, not Vietnamese law, but the drafting habit travels well into any jurisdiction undergoing codification change.

The merger and the reported reduction of about 296 articles

The draft is reported to merge the Maritime Code 2015 with the Law on Inland Waterway Transport. Reports put the reduction at about 296 articles, around 65 percent of the combined total. A shorter code usually means one of three things: duplicated rules are consolidated, detail moves into decrees and circulars, or some topics are dropped. Which of these applies to each topic matters more than the headline number.

• Consolidation is usually benign for users.
• Delegation to decrees increases flexibility but also regulatory discretion and the need to track secondary legislation.
• Deletion can remove a right or a procedure that parties currently rely on.

What remains binding today

The Maritime Code 2015 and its consolidated text

The Vietnam Maritime Code, Law No. 95/2015/QH13, was passed on 25 November 2015 and took effect on 1 July 2017. It remains in force. The consolidated text is Document No. 101/VBHN-VPQH dated 26 August 2025, which reflects subsequent changes, including a 2025 amendment connected to the Law on Organisation of People’s Courts. When people discuss Maritime Code 2015 amendments, this consolidated text is the safe reference point. Specific article numbers should be checked against it.

Decrees that run beneath the code

Day-to-day compliance sits largely in decrees, and several have moved recently.

• Decree 171/2016/NĐ-CP on registration and deregistration of seagoing vessels, amended by Decree 247/2025/NĐ-CP effective 30 October 2025.
• Decree 58/2017/NĐ-CP on maritime activity management, amended by Decrees 159/2018, 34/2025 and 14/2026.
• Decree 160/2016/NĐ-CP on shipping business, ship agency and towage conditions, with a consolidated text published by the Vietnam Maritime and Waterway Administration on 30 September 2026.

The pace of these decree amendments is itself a signal. Regulators are already trimming conditions and clarifying procedures, so the practical shipping law Vietnam participants work under is changing even before the new code arrives.

Impact on shipowners in Vietnam

For shipowners in Vietnam, the first concern is continuity of the compliance chain: registration, safety management, crewing, insurance and shipping business conditions. Each link currently draws its legal basis from the code plus decrees.

Registration, licensing and operational conditions

Owners should not assume that a streamlined code means lighter obligations. Where detail migrates to decrees, the practical burden depends on what those decrees later say. Under any Vietnam Maritime Code reform scenario, review how your fleet is registered, which licences you hold, and when each renews. Where a renewal falls in the likely transition window, file early and keep the evidence of filing.

Liability, limitation and insurance

Owners usually care most about liability limits and the insurance programme behind them. International conventions on limitation, pollution and wreck are the usual benchmark, but whether and how Vietnam implements each one must be verified. Do not let a P&I or hull renewal assume a limitation regime that the new text might alter. Ask your broker to confirm that policy wording is not tied to a specific statutory section.

Crew, safety and port-state exposure

Crew welfare, safety management and pollution prevention are largely driven by international conventions such as SOLAS, MARPOL, the ISM Code and MLC 2006, which are enforced through flag and port-state control. A domestic code rewrite changes how these obligations are expressed locally, not the expectations of the Tokyo MoU inspectors who board your vessel abroad. Keep your certificates and audit records current regardless of the draft.

Key takeaway: an owner’s best protection is contract wording that refers to the law “as amended from time to time” while keeping an exit right if the change is material.

Impact on financiers and charterers

Lenders care about three things: a valid mortgage, a predictable enforcement route, and priority over competing maritime claims. Any Vietnam Maritime Code reform that rewrites the chapters on mortgage, maritime liens, arrest and judicial sale touches all three. Charterers care about liability allocation, delay and the freedom to contract on international terms.

For financiers, a practical due diligence list under today’s law includes the following points.

• Obtain a current registration extract and confirm the ownership chain.
• Run a search for registered mortgages and encumbrances before each drawdown.
• Check that insurance loss payee and assignment arrangements are in place.
• Confirm the borrower holds the licences needed for its shipping business.
• Add a covenant that obliges the borrower to cooperate with any re-registration required by a change of law.

The table below is a planning aid, not a prediction of the draft’s content.

Issue	Legal position today	Commercial impact if changed	Risk	Mitigation
Vessel mortgage validity	Governed by Maritime Code 2015 and Decree 171/2016 as amended	Loss or delay of security perfection	High	Condition precedent: registration evidence; covenant to re-perfect after any change of law
Maritime liens and priority	Set by the Maritime Code; confirm chapter	Reordered ranking against crew, salvors, repairers	High	Lien search at each drawdown; intercreditor ranking clause
Arrest and judicial sale	Code plus procedural law	Longer or shorter enforcement timeline	Medium	Enforcement-timing assumption in credit approval; step-in rights
Charter liability allocation	Contract first, code as default	Gaps if default rules shrink	Medium	Express clauses rather than reliance on statutory defaults
Licensing conditions for shipping business	Decree 160/2016 as amended	Cost or eligibility change for operators	Medium	Licence warranty plus termination right for loss of licence
Inland and coastal legs of multimodal carriage	Separate statutes now, merged in draft	Different liability regime across legs	Low to Medium	Define regime per leg in bill of lading terms

Scenario planning for the transition

Because the adoption date and final content are uncertain, plan around ranges rather than a single forecast. A useful structure is to test every long-term contract against three paths: adoption in the planned session, delay into a later session, and substantial revision.

Hypothetical scenario

Hypothetical scenario. Assume a Vietnamese shipping company borrows from a foreign bank to buy a second-hand bulk carrier, with a first-priority mortgage and a ten-year tenor. Assume the facility agreement contains a generic change-of-law clause but no covenant on re-perfection of security. Assume the new code is adopted in year three and moves part of the mortgage procedure into a decree that requires re-filing.

• Without a covenant, the lender has no clear right to require the owner to re-file, and the owner has no deadline.
• If the owner misses the new filing, priority against later creditors may be at risk.
• With a covenant requiring re-perfection within a stated period and an event of default for failure, the lender controls the outcome.

The assumptions are illustrative only and do not describe any real transaction. The lesson is that a clause costing little to negotiate today avoids a dispute that would cost a great deal later.

Decision matrix across the three paths

For each material contract, ask what happens if the code is adopted on schedule, delayed, or substantially rewritten. If the answer is the same under all three, the contract is robust. If the answer differs, mark it for amendment and assign an owner and a date.

• Adopted on schedule: prepare transitional filings and staff briefings.
• Delayed: keep current compliance and avoid premature restructuring.
• Substantially rewritten: re-run the exposure map, because earlier assumptions may no longer hold.

Action plan: what to do before adoption

None of the steps below depends on the final text. They make your documents robust to several outcomes.

Checklist for the next 90 days

• Map exposure. List every contract, licence and security document that cites the Maritime Code or the inland waterway statute.
• Add change-of-law mechanics. Require notice within a set number of days, a duty to cooperate on re-perfection, and a cost-allocation rule.
• Preserve evidence. Keep certified copies of registration extracts, mortgage filings and licence records so that you can prove status under whichever text applies.
• Calendar renewals. Check which registrations, licences and insurance renewals fall in the likely transition window.
• Monitor official sources. Follow the Ministry of Construction at moc.gov.vn and the draft portal for updates, and compare each new draft against the last.
• Brief the board. Present a short note stating that the draft is not law and what decisions would change if it passes.

For related practical points, see our guide to ship mortgage and maritime asset finance in Vietnam and our discussion of vessel leasing structures, tax and risk. For the international background on conventions that frequently shape maritime terms, the International Maritime Organization publishes the primary texts.

Finally, keep communications disciplined, because maritime regulatory reform tends to surface through notices and filings long before it appears in a headline. Tell counterparties early that you are tracking the draft and propose a short, agreed process for handling any change. Quiet, documented cooperation between borrower, lender and charterer is far cheaper than a dispute over who should have raised the issue first.

Frequently Asked Questions

Has the new maritime code been adopted?

No. As of 14 October 2026 it is a draft prepared by the Ministry of Construction. It may change before or during National Assembly review, so the Maritime Code 2015 and its decrees remain the binding law.

Will the Maritime Code 2015 stop applying immediately?

Not until a replacement law is passed and takes effect. Transitional provisions usually decide how existing registrations, mortgages and contracts are treated, so check that part of the final text carefully.

Should lenders pause new vessel financing?

Not necessarily. Lenders can proceed under current law while adding change-of-law covenants, re-perfection duties and security-review rights. The aim is flexibility, not delay.

Does the reported cut of 296 articles reduce my obligations?

Not automatically. Fewer articles can mean consolidation or delegation to decrees rather than fewer rules. Review the decrees and any transitional rules before drawing conclusions.

Where can I follow official updates?

Use the Ministry of Construction, the Vietnam Maritime and Waterway Administration, the Official Gazette and the National Assembly draft portal, and verify any press report against them.

Conclusion

The Vietnam Maritime Code reform is a drafting exercise today and may become a binding change tomorrow. The sensible response is neither panic nor delay: it is to rewrite the clauses that depend on today’s wording and to keep proof of your legal position. Your next action: within the next month, list the long-term contracts and security documents that cite the current code and add a change-of-law and re-perfection clause to the next amendment or renewal.

This article provides general information as of 14 October 2026 and is not legal advice for any specific matter. Laws and draft texts may change; verify current instruments before acting.