What are conditions to be considered as juridical persons in Vietnam?

1. What are conditions to be considered as juridical persons in Vietnam?

Pursuant to Article 74 of the 2015 Civil Code has the following provisions:

1. An organization shall be recognized as a juridical person if it meets all of the following conditions:

a) It is legally established as prescribed in this Code and relevant laws;

b) It has an organizational structure prescribed in Article 83 of this Code;

c) It has property independent from other natural and juridical persons and bears liability by recourse to its property;

d) It participates independently in legal relations in its own name.

2. Every natural or juridical person has the right to establish a juridical person, otherwise provided for by law.

Thus, in order to be considered as juridical persons, it must satisfy all the conditions that it is established in accordance with regulations, has an organizational structure as prescribed, has assets independent of other individuals and juridical persons, and participates independently in legal relations in its own name in Vietnam.

2. What are differences between commercial and non-commercial juridical persons in Vietnam? 

In Article 75, Article 76 of the 2015 Civil Code, there are provisions on commercial and non-commercial juridical persons in Vietnam as follows:

Article 75. Commercial juridical persons

1. Commercial juridical person means a juridical person whose primary purpose is seeking profits and its profits shall be distributed to its members.

2. Commercial juridical persons include enterprises and other business entities.

3. The establishment, operation and termination of commercial juridical person shall comply with regulations of this Code, Law on enterprises and other relevant laws.

Article 76. Non-commercial juridical persons

1. Non-commercial juridical person means a juridical person whose primary purpose is not seeking profits and its possible profits may not distributed to its members.

2. Commercial juridical persons include regulatory agencies, people's armed units, political organizations, socio-political organizations, political-socio-professional organizations, social organizations, socio-professional organizations, social funds, charitable funds, social enterprises and other non-commercial organizations.

3. The establishment, operation and termination of non-commercial juridical persons shall comply with regulations of this Code, laws on organizational structure of the state and other relevant laws.

According to this Article, the basic difference between commercial juridical persons and non-commercial juridical persons in Vietnam is that commercial juridical persons have the main goal of making profits while non-commercial juridical persons do not.

3. What are regulations on charters of juridical persons in Vietnam?

Article 77 of the 2015 Civil Code provides for charters of juridical persons in Vietnam as follows:

1. A juridical person must have a charter if it is required by law.

2. A charter of a juridical person must contain the following primary contents:

a) Name of juridical person;

b) Purpose and scope of its operation;

c) Head office; branches or representative offices (if any);

d) Charter capital (if any);

dd) Legal representative;

e) Organizational structure, the procedures for nomination, election, appointment, discharge from office and dismissal; duties and powers of the positions in the managing body and other bodies;

g) Membership requirements, if the judicial person has members;

h) Rights and obligations of the members, if the judicial person has members;

i) Procedures for ratifying decisions of the judicial person; rules for internal settlement of disputes;

k) Procedures for amending and supplementing the charter;

l) Conditions for consolidation, acquisition, total division, partial division or dissolution the juridical person.

Thus, charters of juridical persons in Vietnam will be implemented in accordance with the above provisions.

Best Regards!