What is Authorization?

Most transactions (civil, commercial, etc.) or litigation (civil, criminal, etc.) involve authorization, which can take various forms such as written, verbal, or actions. To ensure that the authorization activities comply with the law, fully reflect the content of the authorization, and clearly show the rights and obligations of the parties, while also serving as a basis for resolving arising disputes, the authorization should be established in writing: authorization letter or authorization contract.

Authorization Letter is a legal document in which the authorizing person designates the authorized person to represent them in performing one or more tasks within the scope specified in the authorization letter. The creation of an authorization letter can occur in two scenarios:

- Unilateral authorization, meaning the authorization letter does not involve the participation of the authorized party. The creation of the authorization letter does not require the authorized party's agreement and does not obligate the authorized party to perform the tasks listed in the letter. Therefore, if the authorized party does not perform the tasks as committed after the authorization letter is created, the authorizing person does not have the right to request the authorized party to perform, including compensation for damages if any.- Authorization with the participation of both the authorizing party and the authorized party. In this case, in form it is an authorization letter, but in essence, it is an authorization contract. If a dispute arises, the law will apply the provisions concerning authorization contracts to resolve it. The authorized person is only permitted to perform the tasks and enjoy the rights within the scope specified in the authorization letter. If the authorized person acts beyond this scope, they must personally be responsible for the excess.

Authorization Contract: Article 581 of the Civil Code 2005 stipulates: An authorization contract is an agreement between parties where the authorized party is obligated to perform the work on behalf of the authorizing party, while the authorizing party must pay remuneration if agreed or required by law.

An authorization contract requires the participation and signing of both the authorizing party and the authorized party. The authorized person is only permitted to perform the tasks and enjoy the rights within the scope specified in the authorization contract. If the authorized person acts beyond this scope, they must personally be responsible for the excess.

See more provisions regarding the authorization contract in Section 12 Chapter XVIII (Article 581 to Article 589) Civil Code 2005.

To ensure legal value, the authorization letter and authorization contract must be notarized. During notarization, parties must provide the necessary documents. Specifically:

Documents the authorizing party must provide:

- Identification card, military/police ID, passport, household registration, or other legal documents regarding personal identity, residence of the wife, husband, or authorized representative if authorized (original and copies);- In the case where the authorizing couple does not share a household registration, they must provide the household registrations of both the wife and husband and the marriage certificate;- If it is a legal entity, the following documents must be provided:- Decision of establishment or recognition of the legal entity by a competent authority or other legal documents (original and copies);- Decision of appointment or recognition of the head of the legal entity (legal representative) or authorization letter if authorized (original and copies);- Identification card, passport (if foreigner or overseas Vietnamese), or valid documents of the legal representative (original and copies);- Minutes of the member council meeting regarding the execution of the transaction contract.- In case authorization has been given to another person to perform the contract, the notarized authorization contract must be provided (original and copies).

Documents the authorized party must provide:

- Identification card, military/police ID, passport, household registration, or other legal documents regarding the personal identity and residence of the authorized party (original and copies);- If it is a legal entity, the following documents must be provided:- Decision of establishment or recognition of the legal entity by a competent authority or other legal documents (original and copies);- Decision of appointment or recognition of the head of the legal entity (legal representative) or authorization letter if authorized (original and copies);- Identification card, passport (if foreigner or overseas Vietnamese), or valid documents of the legal representative (original and copies);- Minutes of the member council meeting regarding the execution of the transaction contract.

Related Documents:

Civil Code 2015

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