Vietnam: In what cases is the legal representative of the company established as a representative?
In what cases is the legal representative of the company established as a representative?
Pursuant to Clause 1, Article 137 of the 2015 Civil Code in Vietnam stipulating as follows:
Legal representatives of juridical persons in Vietnam
1. Legal representatives of juridical persons in Vietnam include:
a) The person appointed by the juridical person according to its charter;
b) The person competent to represent as prescribed by law;
c) The person appointed by a court during the proceedings at the court.
2. Each juridical person may have multiple legal representatives and each representative is entitled to represent the juridical person as prescribed in Articles 140 and 141 of this Code.
Thus, according to the above provisions, the legal representative of the company may establish the representative status in the following cases:
- The person appointed by the juridical person according to its charter;
- The person competent to represent as prescribed by law;
- The person appointed by a court during the proceedings at the court.
Vietnam: In what cases is the legal representative of the company established as a representative? (Image from the Internet)
Can two companies with the same representative conclude a contract with each other?
Pursuant to Clause 3, Article 141 of the 2015 Civil Code in Vietnam as follows:
Scope of representation
1. Each representative may only enter into and/or perform civil transactions within his/her scope of representation according to any of the following bases:
a) The decision of the competent authority;
b) The charter of the juridical person;
c) Contents of authorization;
d) Other regulations as prescribed by law.
2. If it fails to determine the specific scope authorization prescribed in Clause 1 of this Article, the legal representative has the right to enter into and perform all civil transactions in the interests of the principal, unless otherwise prescribed by law.
3. A natural or juridical person may represent multiple natural or juridical persons but he/she/it may not, on behalf of the principal, enter into and perform a civil transaction with him/her/it or with a third party that he/she/it also acts as a representative therefor, unless otherwise prescribed by law.
4. The representative must inform the parties of the scope of his/her representation.
Thus, according to the above provisions, if two companies have the same representative, that representative is not allowed to conclude a contract between the two companies on behalf of the two companies, unless otherwise provided.
In what cases does legal representation terminate?
Pursuant to Clause 4, Article 140 of the 2015 Civil Code in Vietnam as follows:
Term of representation
1. The term of representation shall be determined according to a power of attorney, a decision of a competent authority, and a charter of a juridical person or as prescribed by law.
2. If it fails to determine the term of representation prescribed in Clause 1 of this Article, the term of representation shall be determined as follows:
a) If the representation right is determined according to a specific civil transaction, the time limit for representation shall be determined until the time of termination of such civil transaction;
b) If the representation right is not determined according to a specific civil transaction, the term of representation is 1 year, from the time of arising representation right.
3. The authorized representation shall terminate in any of the following cases:
a) Upon an agreement;
b) Upon expiry of the term of authorization;
c) Upon completion of the authorized tasks;
d) The principal or the representative unilaterally revokes the authorization;
dd) The principal or the representative being natural person dies; the principal or the representative being juridical person ceases to exist;
e) The representative does not meet the conditions prescribed in Clause 3 Article 134 of this Code;
g) Upon another basis that causes the failure of the representation.
4. The legal representation shall terminate in any of the following cases:
a) The principal being natural person becomes an adult or has his/her legal capacity restored;
b) The principal being person dies;
c) The principal being juridical person ceases to exist;
d) Upon another basis as prescribed in this Code and relevant laws.
Thus, according to the above provisions, the legal representation shall terminate in any of the following cases:
- The principal being natural person becomes an adult or has his/her legal capacity restored;
- The principal being person dies;
- The principal being juridical person ceases to exist;
- Upon another basis as prescribed in this Code and relevant laws.
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