Civil Code No. 91/2015/QH13 was passed by National Assembly of Socialist Republic of Vietnam on 25 November 2015, comes into force from 01 January 2017 (“Civil Code 2015”), substitutes for Civil Code No. 33/2005/QH11 (“Civil Code 2005”). Relating to regulation on representation, Civil Code 2015 amended number of contents as follows:

Firstly, juridical person can be the representative

Article 134 Civil Code 2015 provides that: Representation means an individual or legal entity (hereinafter referred to as the representative) acting on behalf of and in favor of another individual or legal entity (hereinafter referred to as the principal) to enter into and performs a civil transaction.

Accordingly, the legal entity can be the representative to participate in civil relations (under Civil Code 2005, we understand that the representative must be the individual).

Secondly, the juridical person may have multiple legal representatives

In consistency with Enterprises Code 2014, Civil Law 2015 provides that each legal entity may have multiple legal representatives.

Thirdly, the representative of the household, the cooperative group are authorized representative

According to Civil Code 2005, the head of a household and cooperative group shall be the legal representative of the household and the cooperative group respectively. The Civil Code 2015 has no longer recognized the capacity as a legal representative of the household, the cooperative group, members of a household, cooperative group or a non-legal entity may agree to authorize another individual or juridical person to enter and perform a civil transaction related to their mutual property.

Fourthly, amending provision about term of representation

Civil Code 2015 amends provision for determining term of representation in case of failure to determine under a power of attorney, a decision of a competent authority, and a charter of a juridical person or as prescribed by law. Specifically, if the representation right is determined according to a specific civil transaction, the term of representation shall be until the time of termination of such civil transaction; 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.

The above mentioned are highlighted contents related to representation in Civil Code 2015.

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