Civil liability of juridical persons in Vietnam under Civil Code 2015

Civil liability of juridical persons in Vietnam under Civil Code 2015 (Internet image) 

Regarding this issue, LawNet would like to answer as follows:

1. Civil liability of juridical persons in Vietnam under Civil Code 2015

The civil liability of legal entities according to Article 87 of the Civil Code 2015 is as follows:

- Each juridical person must bear civil liability for the civil rights and obligations established and performed in the name of the juridical person by its representative.

The juridical person shall bear the civil liability for obligations assumed by its founder or founder’s representative to establish and/or register the juridical person, unless otherwise agreed or prescribed by law.

- Each juridical person must bear civil liability by recourse to its property; shall not bear civil liability for its members with respect to civil obligations established and performed by such members not in the name of the juridical person, unless otherwise prescribed by law.

- A member of a juridical person shall not bear civil liability of the juridical person for the civil obligations established and performed by such juridical person, unless otherwise prescribed by law.

2. Charters of juridical persons in Vietnam

Charters of juridical persons according to Article 77 of the Civil Code 2015 is as follows:

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

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

+ Name of juridical person;

+ Purpose and scope of its operation;

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

+ Charter capital (if any);

+ Legal representative;

+ 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;

+ Membership requirements, if the judicial person has members;

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

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

+ Procedures for amending and supplementing the charter;

+ Conditions for consolidation,

3. Legal personality of juridical persons in Vietnam

Legal personality of juridical persons according to Article 86 of the Civil Code 2015 is as follows:

- The legal personality of a juridical person is its capability to have civil rights and civil obligations.

The legal personality of a juridical person shall not be restricted, unless otherwise provided for in this Code or relevant laws.

- The legal personality of a juridical person arises from it is established or authorized to establish by a competent authority; if a juridical person is required to register of operation, its legal personality shall arise from the time in which its name is included in a register book.

- Legal personality of a juridical person terminates from the time of termination of such juridical person.

4. Regulations on settlement of property of dissolved juridical persons in Vietnam

Regulations on settlement of property of dissolved juridical persons according to Article 94 of the Civil Code 2015 are as follows:

* The property of a dissolved juridical person shall be settled according to the following order:

- Dissolution expenses of the juridical person;

- Unpaid salaries, severance pay, social insurance, health insurance for employees as prescribed by law, other benefits of employees according to collective bargaining agreement and signed employment contracts;

- Tax debts and other debts.

* After all debts and dissolution costs are paid, the remaining value shall be received by the juridical person’s owner, capital contributors, except for the case prescribed in Clause 3 of Article 94 of the Civil Code 2015 or otherwise prescribed by law.

* In case a dissolved social fund or charity fund has paid fully dissolution expenses and other debts prescribed in Clause 1 of Article 94 of the Civil Code 2015, the remaining property shall be transferred to another fund with the same purpose.

If there is no fund with the same purpose that receives the property or the above fund is dissolved because of its violation against to prohibition of law or contrary to social ethics, its property shall vest in the State.

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