What is the legal personality of juridical persons in Vietnam?

What is the legal personality of juridical persons in Vietnam? (Internet image) 

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

1. Conditions for juridical persons in Vietnam

Specifically, Article 74 of the Civil Code 2015 stipulates the conditions for juridical persons in Vietnam as follows:

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

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

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

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

+ It participates independently in legal relations in its own name.

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

2. What is the legal personality of juridical persons in Vietnam?

According to Article 86 of the Civil Code 2015, the legal personality of juridical persons 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.

3. What is the civil liability of juridical persons in Vietnam?

Pursuant to Article 87 of the Civil Code 2015, the civil liability of juridical persons 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.

4. Classification of juridical persons in Vietnam

4.1 Commercial juridical persons

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

- Commercial juridical persons include enterprises and other business entities.

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

(Article 75 of the Civil Code 2015)

4.2 Non-commercial juridical persons

- 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.

- 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.

- 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.

(Article 76 of the Civil Code 2015)

Ho Quoc Tuan

>> CLICK HERE TO READ THIS ARTICLE IN VIETNAMESE