Chapter IV
LEGAL PERSONS
Section 1. GENERAL PROVISIONS ON LEGAL PERSONS
Article 84.- Legal persons
An organization shall be recognized as a legal person when it meets all the following conditions:
1. Being established lawfully;
2. Having a well-organized structure;
3. Possessing property independent from that of individuals and other organizations, and bearing its own liability with such property;
4. Independently entering into legal relations in its own name.
Article 85.- Establishment of legal persons
A legal person may be established on the initiative of an individual or an organization, or under a decision of a competent state agency.
Article 86.- The civil legal capacity of legal persons
1. The civil legal capacity of a legal person is its capability to have civil rights and obligations consistent with the purpose of its operation.
2. The civil legal capacity of a legal person shall arise from the time it is established and shall terminate from the time it ceases to be a legal person.
3. The representative at law or the authorized representative of a legal person shall act in the name of the legal person in civil relations.
Article 87.- The name of a legal person
1. A legal person must have its own name in the Vietnamese language, which shall clearly indicate the legal person's organizational form and distinguish it from other legal persons operating in the same domain.
2. A legal person must use its own name in civil transactions.
3. The name of a legal person shall be recognized and protected by law.
Article 88.- The charter of a legal person
1. In cases where it is provided for by law that a legal person must have a charter, the charter of the legal person must be approved by the founding members or the members' congress; the charter of the legal person must be recognized by a competent state agency, if it is so provided for by law.
2. The charter of a legal person shall have the following principal contents:
a/ Name of the legal person;
b/ Purpose and scope of its operation;
c/ Its head-office;
d/ Its charter capital, if any;
e/ Its organizational structure, the procedures for nomination, election, appointment, relief from office and dismissal; duties and powers of the positions in the managing body and other bodies;
f/ Rights and obligations of the members;
g/ Procedures for amending and supplementing the charter;
h/ Conditions for consolidating, merging, dividing, separating or dissolving the legal person.
3. Amendments and supplements to the charter of a legal person must be recognized by a competent state agency, if it is so provided for by law.
Article 89.- The managing body of a legal person
1. A legal person must have its managing body.
2. The organization, tasks and powers of the managing body of a legal person shall be provided for in the charter of such legal person or in the decision on its establishment.
Article 90.- The head-office of a legal person
The head-office of a legal person is the place where its managing body is located.
The contact address of a legal person shall be the address of its head-office. The legal person may select another place as its contact address.
Article 91.- The representative of a legal person
1. The representative of a legal person may be a representative at law or an authorized representative. The representative of a legal person must abide by the provisions on represen-tation in Chapter VII, Part One of this Code.
2. The representative at law of a legal person shall be provided in the legal person's charter or the decision on the establishment of the legal person.
Article 92.- Representative offices and branches of legal persons
1. Legal persons may establish representative offices and/or branches at places other than their head- offices.
2. Representative offices are dependent units of legal persons, having the tasks of representing under authorization the interests of the legal persons and protecting such interests.
3. Branches are dependent units of legal persons, having the tasks of performing all or part of the functions of the legal persons, including the function of representation under authorization.
4. Representative offices and branches are not legal persons. The heads of representative offices or branches shall perform tasks under authorization of their legal persons within the authorization scope and duration.
5. Legal persons shall have civil rights and obligations arising from civil transactions established and performed by their representative offices and/or branches.
Article 93.- Civil liability of legal persons
1. A legal person shall bear civil liability for the exercise of its civil rights and performance of its civil obligations established and performed by its representative in the name of the legal person.
2. A legal person shall bear civil liability with its own 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 legal person.
3. Members of a legal person shall not bear civil liability for the legal person with respect to civil obligations estab-lished and performed by the legal person.
Article 94.- Consolidation of legal persons
1. Legal persons of the same type may consolidate with one another to form a new legal person under the provisions of the charters, the agreement among such legal persons or under the decision of a competent state agency.
2. After the consolidation, the former legal persons shall terminate; the civil rights and obligations of such legal persons shall be transferred to the new legal person.
Article 95.- Merger of legal persons
1. A legal person may be merged (hereinafter referred to as the merged legal person) into another legal person of the same type (hereinafter referred to as the merging legal person) under the provisions of the charter, the agreement among such legal persons or under the decision of a competent state agency.
2. After the merger, the merged legal person shall terminate; the civil rights and obligations of such legal person shall be transferred to the merging legal person.
Article 96.- Division of legal persons
1. A legal person may be divided into many legal persons under the provisions of its charter or the decision of a competent state agency.
2. After division, the divided legal person shall terminate; the civil rights and obligations of such legal person shall be transferred to the new legal persons.
Article 97.- Separation of legal persons
1. A legal person may be separated into many legal persons under the provisions of its charter or the decision of a competent state agency.
2. After separation, the separated legal person and the separating legal persons shall perform their rights and obligations in accordance with the purposes of their respective operations.
Article 98.- Dissolution of legal persons
1. A legal person may be dissolved in the following cases:
a/ Under the provisions of its charter;
b/ By the decision of a competent state agency;
c/ Upon the expiration of the term of operation stated in its charter or in the decision of a competent state agency.
2. Before being dissolved, a legal person must fulfill its property obligations.
Article 99.- Termination of legal persons
1. A legal person shall terminate in the following cases:
a/ Being consolidated, merged, divided or dissolved under the provisions of Articles 94, 95, 96 and 98 of this Code;
b/ Being declared bankrupt under the provisions of law on bankruptcy.
2. A legal person shall terminate from the time its name is deleted from the legal person register or from the time determined in the decision of a competent state agency.
3. When a legal person terminates, its property shall be settled under the provisions of law.
Section 2. TYPES OF LEGAL PERSON
Article 100.- Types of legal person
1. State agencies, units of the armed forces;
2. Political organizations, socio-political organizations;
3. Economic organizations;
4. Socio- political and professional organizations; social organizations, socio-professional organizations
5. Social funds, charity funds;
6. Other organizations which meet all the conditions specified in Article 84 of this Code.
Article 101.- Legal persons being state agencies or armed force units
1. State agencies or armed force units which have been allocated property by the State for the performance of state management functions and other functions not for business purposes shall be legal persons when participating in civil relations.
2. State agencies or armed force units shall bear civil liability related to the performance of their functions and tasks with funds allocated from the State budget.
3. In cases where state agencies or armed force units engage in activities generating revenues in accordance with the provisions of law, they shall bear civil liability for revenue-generating activities with the property obtained from such activities.
Article 102.- Legal persons being political organizations or socio-political organizations
1. Political organizations or socio-political organizations, which manage, use or dispose of property under their respective ownership for the purpose of achieving the political or social objec-tives in accordance with their respective charters, shall be legal persons when participating in civil relations.
2. The property of a political organization or socio-political organization cannot be divided to its members.
3. Political organizations or socio-political organizations shall bear civil liability with their own property, except those, which, according to the provisions of law, cannot be used for bearing civil liability.
Article 103.- Legal persons being economic organizations
1. State enterprises, co-operatives, limited liability companies, joint-stock companies, foreign-invested enterprises and other economic organizations which meet all the conditions stipulated in Article 84 of this Code shall be legal persons.
2. Economic organizations must have their own charters.
3. Economic organizations shall bear civil liability with their own property.
Article 104.- Legal persons being socio-political and professional organizations, social organizations or socio-professional organizations
1. Socio-political and professional organizations, social organizations or socio-professional organizations, which are permitted to be established and have their charters recognized by competent state agencies, and have members being individuals or organizations that voluntarily contribute property or membership fees with a view to serving the purposes of the organizations and the common needs of the members, shall be legal persons when participating in civil relations.
2. Socio-political and professional organizations, social organizations or socio-professional organizations shall bear civil liability with their own property.
3. Where socio-political and professional organizations, social organizations or socio-professional organizations terminate their operation, their property must not be divided to their members but be settled according to the provisions of law.
Article 105.- Legal persons being social funds or charity funds
1. Social funds or charity funds, which are permitted to be established and have their charters recognized by competent state agencies and operate for the purpose of promoting cultural and/or scientific development, charity and other social and humanitarian purposes, which do not aim to gain profits, shall be legal persons when participating in civil relations.
2. The property of the social funds or charity funds shall be managed, used and disposed of in accordance with the provisions of law and in conformity with such funds' operation purposes specified by their respective charters.
3. Social funds and charity funds shall be permitted to carry out only activities stipulated in their respective charters recognized by competent state agencies and within the limit of their property and must bear civil liability with such property.
4. The organization which estab-lishes a social fund or a charity fund shall not bear civil liability with the property under its ownership for the activities of the fund and must not divide up the property of the fund in the course of the fund's operation.
In cases where social funds or charity funds terminate their operations, their property shall not be divided to their founding members but must be settled in accordance with the provisions of law.
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Bộ luật Dân sự 2005 (Bản Word)
