Phần thứ nhất Bộ luật Dân sự 2005: Những quy định

PART ONE

GENERAL PROVISIONS

Chapter I

TASKS AND EFFECT OF THE CIVIL CODE

Article 1.- Tasks and governing scope of the Civil Code

The Civil Code provides the legal status, legal standards for the conduct of individuals, legal persons, other subjects; the rights and obligations of subjects regarding personal identities and property in civil, marriage and family, business, trade, labor relations (hereinafter referred collectively to as civil relations).

The Civil Code has the tasks of protecting legitimate rights and interests of individuals and organizations, State interests and public interests; ensuring legal equality and safety in civil relations, contributing to the creation of conditions for meeting the material and spiritual demands of people, and to the promotion of socio-economic development.

Article 2.- Effect of the Civil Code

1. The Civil Code shall apply to civil relations established from the effective date of this Code, unless otherwise provided for by this Code or the National Assembly's resolution.

2. The Civil Code shall apply in the territory of the Socialist Republic of Vietnam.

3. The Civil Code shall apply to civil relations involving foreign elements, unless otherwise provided for by treaties to which the Socialist Republic of Vietnam is a contracting party.

Article 3.- Application of practices, analogy of law

In cases where it is neither provided for by law nor agreed upon by the parties, practices can be applied; if practices are unavailable, analogy of law may be applied. Practices and analogy of law must not contravene the principles provided in this Code.

Chapter II

BASIC PRINCIPLES

Article 4.- Principles of free and voluntary undertaking and agreement

The right to freely undertake or agree on the establishment of civil rights and obligations shall be guaranteed by law, if such undertaking or agreement is not banned by law and/or not contrary to social ethics.

In civil relations, the parties shall act entirely voluntarily and neither party may impose, prohibit, coerce, threaten or hinder the other party.

Lawful undertakings or agreements shall be binding on the parties and must be respected by individuals, legal persons and other subjects.

Article 5.- The principle of equality

In civil relations, the parties shall be equal and shall not invoke differences in ethnicity, gender, social status, economic situation, belief, religion, educational level and occupation as reasons to treat each other unequally.

Article 6.- The principle of goodwill and honesty

In civil relations, the parties must act in goodwill and honesty in establishment and performance of civil rights and obligations; neither party shall deceive the other party.

Article 7.- The principle of bearing civil liability

The parties shall strictly perform their own civil obligations and shall themselves be liable for the non-performance or the incorrect performance of obligations; if a party does not voluntarily perform, it shall be forced to perform its obligations in accordance with the provisions of law.

Article 8.- The principle of respect for good morals and traditions

The establishment and performance of civil rights and obligations must ensure the preservation of national identities, respect and promote good customs, practices and traditions, solidarity, mutual affection and cooperation, the principle of every individual for the community and the community for every individual and the noble ethical values of ethnicities living together on Vietnamese soil.

Ethnic minority people shall be given favorable conditions in civil relations so as to step by step improve their material and spiritual life.

The task of assisting elderly persons, young children and persons with disabilities in the performance of civil rights and obligations shall be encouraged.

Article 9.- The principle of respect for, protection of, civil rights

1. All the civil rights of individuals, legal persons or other subjects shall be respected and protected by law.

2. When the civil rights of a subject are infringed upon, he/she/it shall have the right to protect such rights by him/her/itself in accordance with the provisions of this Code or request competent agencies or organizations to:

a/ Recognize his/her/its civil rights;

b/ Order the termination of the act of violation;

c/ Order a public apology and/or rectification;

d/ Order the performance of civil obligations;

e/ Order compensation for damage.

Article 10.- The principle of respect for State interests, public interests and legitimate rights and interests of other persons

The establishment and performance of civil rights and obligations must not infringe upon State interests, public interests and legitimate rights and interests of other persons.

Article 11.- The principle of compliance with law

The establishment and performance of civil rights and obligations must comply with the provisions of this Code and other provisions of law.

Article 12.- The principle of conciliation

In civil relations, conciliation between the parties in accordance with the provisions of law shall be encouraged.

No one may use force or threaten to use force when participating in civil relations and/or resolving civil disputes.

Article 13.- Bases for establishment of civil rights and obligations

Civil rights and obligations shall be established on the following bases:

1. Lawful civil transactions;

2. Decisions of courts or other competent state agencies;

3. A legal event which is specified by law;

4. Creation of spiritual values which are intellectual property objects;

5. Legitimate possession of property;

6. Damage caused by an illegal act;

7. Performance of a task without authorization;

8. Illegal possession and use of assets or illegal gain therefrom;

9. Other bases specified by law.

Chapter III

INDIVIDUALS

Section 1. CIVIL LEGAL CAPACITY, CIVIL ACT CAPACITY OF INDIVIDUALS

Article 14.- Civil legal capacity of individuals

1. The civil legal capacity of an individual is his/her capability to have civil rights and civil obligations.

2. All individuals shall have the same civil legal capacity.

3. The civil legal capacity of an individual shall exist from the time he/she is born and terminate when he/she dies.

Article 15.- Contents of the civil legal capacity of an individual

An individual shall have the following civil rights and obligations:

1. Personal rights not associated to property, and personal rights associated to property;

2. Ownership rights, inheritance rights and other rights with respect to property;

3. Rights to participate in civil relations and to assume obligations arising out of such relations.

Article 16.- No restrictions on the civil legal capacity of an individual

The civil legal capacity of an individual shall not be restricted, unless otherwise provided for by law.

Article 17.- The civil act capacity of an individual

The civil act capacity of an individual is his/her capability to establish and perform civil rights and obligations through his/her acts.

Article 18.- Adults and minors

Persons who are full eighteen years old or older are adults. Persons who are not yet full eighteen years old are minors.

Article 19.- The civil act capacity of an adult

An adult shall have full civil act capacity, except the cases specified in Article 22 and Article 23 of this Code.

Article 20.- The civil act capacity of minors who are between full six years old and under full eighteen years old

1. Persons who are between full six years old and under full eighteen years old must have the consents of their representatives at law when establishing and performing civil transactions, except those transactions to meet their daily-life needs suitable to their age group or otherwise provided for by law.

2. In cases where a person who is between full fifteen years old and under full eighteen years old has his/her own property to ensure the performance of obligations, such person may establish and perform civil transactions by him/herself without the consent of his/her representative at law, unless otherwise provided for by law.

Article 21.- Persons without civil act capacity

Persons who are under full six years old shall not have civil act capacity. All civil transactions of persons under full six years of age must be established and performed by their representatives at law.

Article 22.- Loss of civil act capacity

1. When a person is incapable of cognizing or controlling his/her acts due to mental disease or other ailments, the Court may, at the request of the person(s) with related rights or interests, issue a decision to declare such a person as having lost his/her civil act capacity, based on the conclusion of a competent medical examination body.

When there is no longer a basis for declaring a person as having lost his/her civil act capacity, the Court shall, at the request of such person him/herself or of a person with related rights or interests, issue a decision to revoke the decision declaring the loss of civil act capacity.

2. Civil transactions of persons who have lost their civil act capacity shall be established and performed by their representatives at law.

Article 23.- Restrictions on civil act capacity

1. Persons whose addiction to narcotics/drugs or to other stimulants leads to the squandering of their families' property may be declared by decision of the Court to be persons with a restricted civil act capacity, at the request of persons with related rights or interests or of relevant agencies or organizations.

2. The at-law representatives of persons with a restricted civil act capacity and the scope of such representation shall be decided by the Court. Civil transactions related to the property of persons with a restricted civil act capacity must have the consents of their representatives at law, except for transactions to meet their daily-life needs.

3. When there is no longer a basis for declaring that a person has a restricted civil act capacity, the Court shall, at the request of such person him/herself or a person with related rights or interests, make a decision to revoke the decision having declared the restriction on his/her civil act capacity.

Section 2. PERSONAL RIGHTS

Article 24.- Personal rights

Personal rights specified in this Code are civil rights inherent to each individual, which cannot be transferred to other persons, unless otherwise provided for by law.

Article 25.- Protection of personal rights

When a personal right of an individual is infringed upon, such person shall have the right to:

1. Make rectification him/herself;

2. Request the infringer or request competent agencies, organizations to order the infringer to terminate the infringement and make a public apology and/or rectification;

3. Request the infringer or request competent agencies or organizations to order the infringer to pay compensation for damage.

Article 26.- The right with respect to family and given names

1. Each individual has the right to have a family name and a given name. The family and given names of a person shall be the family and given names in the birth certificate of such person.

2. An individual shall establish and exercise civil rights and perform civil obligations in his/her family and given names which have been recognized by a competent state agency.

3. The use of pseudonyms and pen names must not cause damage to the rights and interests of other persons.

Article 27.- The right to change family and given names

1. Individuals shall have the right to request competent state agencies to recognize the change of their family and/or given names in the following cases:

a/ Where it is so requested by the person who has a family or given name the use of which causes confusion or affects the feelings of his/her family, the honor, legitimate rights and interests of such person;

b/ Where an adoptive father or mother requests to change the family and/or given name of an adopted child or when an adopted child ceases to be an adopted child and he/she or his/her biological father or mother requests to reclaim the family and/or given name which was given to him/her by the biological father or mother;

c/ Where it is so requested by the biological father or mother or the child when identifying the father and/or mother of the child;

d/ Where there is a change of the family name of a child from that of the father to that of the mother or vice versa;

e/ Where there is a change of the family name and/or given name of a person who was lost from his/her childhood and has discovered the origin of his/her bloodline;

f/ Where there is a change of the family name and/or given name of a person whose gender has been re-determined;

g/ Other cases specified by law on civil status.

2. The change of the family name and/or given name of a person who is full nine years or older must be consented by that person.

3. The change of the family name and/or given name of an individual shall neither change nor terminate the civil rights and obligations which have been established under the former family name and/or given name.

Article 28.- The right to determine ethnicity

1. An individual upon his/her birth may have his/her ethnicity determined in accordance with the ethnicity of his/her biological mother and father. In cases where the biological father and mother belong to two different ethnicities, the ethnicity of the child shall be determined as the ethnicity of the father or the ethnicity of the mother in accordance with practices or in accordance with the agreement of the biological father and mother.

2. A person who has attained adulthood, the biological father and mother or guardian of a minor may request competent state agencies to re-determine his/her ethnicity in the following cases:

a/ To re-determine his/her ethnicity in accordance with the ethnicity of the biological father or mother, if the father and mother belong to two different ethnicities;

b/ To re-determine his/her ethnicity in accordance with the ethnicity of his/her biological father and/or mother in circumstances where he/she is the adopted child of a person belonging to a different ethnicity and has had his/her ethnicity determined in accordance with the ethnicity of his/her adoptive father and/or mother due to the unidentification of his/her biological father and/or mother.

3. Where the biological father or mother or the guardian of a minor requests the re-determination of the ethnicity of a minor who is full fifteen years or older under the provisions of Clause 2 of this Article, the consent of such minor is required.

Article 29.- The right to registration of birth

Individuals, when born, shall have the right to have their births registered.

Article 30.- The right to registration of death

1. When a person dies, his/her next of kin, the house owner or the agency or organization to which the dead person belonged must register the death of such person.

2. If a newborn infant dies after birth, the infant's birth and death must be registered; if the infant dies before or immediately upon birth, the infant's birth and death must not be registered.

Article 31.- The right of an individual with respect to his/her picture

1. An individual shall have the right with respect to his/her picture.

2. The use of a picture of an individual must have his/her consent; where such person has died, lost his/her civil act capacity or is under full fifteen years old, the consent of his/her father, mother, husband, wife, adult children or representative is required, unless it is for State interests, public interests or otherwise provided for by law.

3. It is strictly forbidden to use pictures of other persons to infringe upon their honor, dignity and/or prestige.

Article 32.- The right to safety of life, health and body

1. Individuals shall shave have the right to safety of life, health and body.

2. When a person discovers another person who has got an accident or is sick whereby his/her life is threatened, the person who discovers him/her shall have the responsibility to deliver such person to a medical establishment; the medical establishment must not refuse to provide treatment to the person and shall have to utilize all available means and capabilities to cure him/her.

3. The application of new curative methods on the body of a person and the anesthetization, surgery, amputation, implantation and grafting of body organs must have his/her consent; if the person is a minor, has lost the civil act capacity or is an unconscious patient, the consent of his/her father, mother, guardian or next of kin is required; in cases where there is a threat to the life of a patient which cannot wait for the opinions of the above-said persons, a decision of the head of the medical establishment is required.

4. A post-mortem operation shall be performed in the following cases:

a/ Where it is so consented by the decedent before his/her death;

b/ Where it is so consented by the decedent's father, mother, wife, husband, adult children or guardian when there is no opinion of the decedent before he/she dies;

c/ Where it is so decided by a competent medical organization or a competent state agency in case of necessity.

Article 33.- The right to donation of body organs

Individuals shall have the right to donate their body organs for the purpose of medical treatment of other persons or scientific research.

The donation and use of body organs shall comply with the provisions of law.

Article 34.- The right to donation of corpses, body organs after death

Individuals shall have the right to donate their corpses, body organs after they die for the purpose of medical treatment of other persons or scientific research.

The donation and use of corpses, body organs of dead persons shall comply with the provisions of law.

Article 35.- The right to receive body organs

Individuals shall have the right to receive body organs of other persons for their medical treatment.

It is strictly forbidden to receive and use body organs of other persons for commercial purposes.

Article 36.- The right to re-determination of gender

Individuals shall have the right to the re-determination of their gender.

The re-determination of gender of a person shall be performed in cases where his/her gender is affected with inborn defects or has not been properly shaped, which needs the medical intervention to clearly determine the gender.

The re-determination of gender shall comply with the provisions of law.

Article 37.- The right to protection of honor, dignity and prestige

Individuals' honor, dignity and prestige shall be respected and protected by law.

Article 38.- The right to personal secrets

1. An individual's rights to personal secrets shall be respected and protected by law.

2. The collection and publication of information and materials on the private life of an individual must be consented by that person; in cases where that person has died, lost his civil act capacity or is under full fifteen years, the consent of his/her father, mother, wife, husband, adult children or representative is required, except for cases where the collection and publication of information and materials are made by decision of a competent agency or organization.

3. Letters, telephones, telegrams, other forms of electronic information of individuals shall be safely and confidentially guaranteed.

The inspection of an individual's letters, telephones, telegrams and/or other forms of electronic information may be performed only in cases where it is so provided for by law and decided by competent state agencies.

Article 39.- The right to marriage

Males and females who have fully met the conditions for marriage in accordance with the law on marriage and family shall have the right to marriage at their free will.

The freedom of marriage between persons belonging to different ethnicities and/or religions, between religious and non-religious persons and between Vietnamese citizens and foreigners shall be respected and protected by law.

Article 40.- The right to equality between husband and wife

Husband and wife are equal to each other, shall have the same rights and obligations in all respects in family and in civil relations and shall together build a plentiful, equitable, progressive, happy and lasting family.

Article 41.- The right to enjoy mutual care among family members

The members of a family shall have the right to enjoy mutual care and assistance in accordance with the fine moral traditions of the Vietnamese family.

Children and grandchildren who are minors shall benefit from the care and upbringing of the mother, father and grandparents; children and grand-children shall have the duty to respect, care for and support their parents and grandparents.

Article 42.- The right to divorce

A wife or husband or both the wife and the husband shall have the right to request the Court to solve their divorce.

Article 43.- The right to recognize or not to recognize a father, mother or child

1. A person who is not recognized as a father, mother or child of another person shall have the right to request a competent state agency to determine him/her as father, mother or child of that person.

2. A person who is recognized as a father, mother or child of another person shall have the right to request a competent state agency to determine him/her as not being father, mother or child of that person.

Article 44.- The right to adopt a child and the right to be accepted as an adoptive child

An individual's right to adopt a child and right to be accepted as an adoptive child shall be recognized and protected by law.

The adoption of a child and the process of being accepted as an adoptive child shall comply with the provisions of law.

Article 45.- The right to citizenship

An individual shall have the right to have a citizenship.

The recognition of, change to, the naturalization or relinquishment of the Vietnamese citizenship shall comply with the provisions of law on citizenship.

Article 46.- The inviolable right to place of residence

Individuals shall have the inviolable right to their places of residence.

The entry into the place of residence of a person must be consented by that person.

The search of a place of residence of a person shall be performed only in cases where it is so provided for by law and where there is a warrant from a competent state agency; the search must comply with the order and procedures specified by law.

Article 47.- The right to freedom of belief and religion

1. Individuals shall have the right to freedom of belief and religion, and to adhere to or not to adhere to a religion.

2. No one may infringe upon the freedom of belief and religion, or abuse beliefs or religions to infringe upon State interests, public interests or legitimate rights and interests of other persons.

Article 48.- The right to freedom of movement, freedom of residence

1. Individuals shall have the right to freedom of travel and freedom of residence.

2. An individual's freedom of travel and/or freedom of residence may be restricted only by decision of a competent state agency and in accordance with the order and procedures specified by law.

Article 49.- The right to work

Individuals shall have the right to work.

Every person shall have the right to work, the freedom to choose a job or occupation without being discriminated against on the ground of his/her ethnicity, sex, social status, belief or religion.

Article 50.- The right to freedom of business

Individuals' right to freedom of business shall be respected and protected by law.

Individuals shall have the right to choose the forms, areas and lines of business, to establish enterprises, to freely enter into contracts and hire labor, and other rights in accordance with the provisions of law.

Article 51.- The right to freedom of research, creation

1. Individuals shall have the right to freedom of scientific and technical research, inventions, innovations to improve techniques and rationalize production; the right to literary and art creation and critique, and to participation in other activities of research and/or creation.

2. The right to freedom of research and/or creation shall be respected and protected by law. No one shall have the right to hinder or restrict an individual's right to freedom of research and creation.

Section 3. PLACE OF RESIDENCE

Article 52.- Place of residence

1. The place of residence of an individual is the place where such person permanently lives.

2. In cases where it is impossible to identify an individual's place of residence as provided for in Clause 1 of this Article, his/her place of residence shall be the place where such person currently lives.

Article 53.- Place of residence of minors

1. The place of residence of a minor is the place of residence of his/her parents; if the parents have separate places of residence, the place of residence of the minor shall be the place of residence of the father or mother with whom the minor permanently lives.

2. A minor may have a place of residence separate from the place of residence of his/her father and mother, if it is so agreed by his/her parents or so provided for by law.

Article 54.- Place of residence of wards

1. The place of residence of a ward is the place of residence of his/her guardian.

2. A ward may have a place of residence separate from the place of residence of his/her guardian, if it is so agreed by the guardian or so provided for by law.

Article 55.- Place of residence of husband and wife

1. The place of residence of a husband and a wife is the place where the husband and the wife permanently live together.

2. A husband and a wife may have separate places of residence, if they so agree upon.

Article 56.- Place of residence of military personnel

1. The place of residence of military personnel currently performing his/her military obligations is the place where the military personnel's unit is stationed.

2. The place of residence of an army officer, professional military personnel, defense worker or official is the place where his/her unit is stationed, except in cases where he/she has a place of residence as specified in Clause 1, Article 52 of this Code.

Article 57.- Place of residence of persons performing itinerant occupations

The place of residence of a person performing an itinerant occupation on a ship, boat or other means for itinerant work is the place of registration of such ship, boat or means, except for cases where he/she has a place of residence specified in Clause 1, Article 52 of this Code.

Section 4. GUARDIANSHIP

Article 58.- Guardianship

1. Guardianship is a task whereby an individual or organization (hereinafter referred collectively to as guardian) is required by law or appointed to take care of and protect legitimate rights and interests of a minor or a person who has lost his/her civil act capacity (hereinafter referred collectively to as ward).

2. Wards include:

a/ Minors who have lost their mothers and fathers, whose parents are unidentifiable, or whose parents have both lost their civil act capacity or have had their capacity for civil acts restricted, whose parents have had their parental rights restricted by the Court, or whose parents are still alive but have no conditions to take care of and to educate such minors, and if their parents so request;

b/ Persons who have lost their civil act capacity.

3. Persons who are under full fifteen years old as provided for at Point a, Clause 2 of this Article and persons defined at Point b, Clause 2 of this Article must have guardians.

4. A person may be a guardian for more than one person, but a person may be a ward of only one guardian, except in cases where the guardian is his/her father, mother or grandfather, grand-mother as specified in Clause 2 of Article 61 or Clause 3 of Article 62 of this Code.

Article 59.- Supervision of guardianship

1. The next of kin of wards shall have the responsibility to appoint their representatives to supervise the guardianship in order to monitor, urge, inspect the guardians in the performance of their guardianship, consider and settle in time the guardians' proposals and/or petitions related to the guardianship.

The wards' next of kin are their spouses, parents, children; if none of these people is available, the wards' next of kin shall be their grandparents, siblings; if none of these persons is available, the wards' next of kin shall be their uncles and ants.

2. In cases where a ward has none of his/her next of kin or his/her next of kin cannot nominate any one to supervise the guardianship as provided for in Clause 1 of this Article, the People's Committee of the commune, ward, or district township where the guardian resides shall appoint a person to supervise the guardianship.

3. The persons who supervise the guardianship must be those who have full civil act capacity.

Article 60.- Requirements for individuals to be guardians

Persons who meet all of the following requirements may act as guardians:

1. Having full civil act capacity;

2. Having good virtues; being not examined for penal liability or having had their criminal records written off after having been sentenced for one of the crimes of intentionally infringing upon the life, health, honor, dignity or property of other persons;

3. Having necessary conditions to ensure the performance of the guardianship.

Article 61.- The natural guardian of a minor

The natural guardian of a minor who has lost both his/her mother and father, whose parents are unidentifiable, or whose parents have both lost their civil act capacity or have had their civil act capacity restricted, whose parents have had their parental rights restricted by the Court, or whose parents do not have conditions to take care of and to educate the minor, and if the parents so request, shall be determined as follows:

1. In cases where it is not otherwise agreed upon by the biological siblings, the eldest brother or sister shall be the guardian for his/her younger siblings who are minors; if the eldest brother or sister does not fully meet the conditions for being a guardian, the next eldest brother or sister shall be the guardian;

2. In cases where there are no biological siblings or where the biological siblings do not fully meet the requirements to be a guardian, the paternal grandfather, grandmother or the maternal grandfather, grandmother shall be the guardian; if none of these persons fully meet the conditions to be a guardian, the uncle or ant of that person shall be the guardian.

Article 62.- The natural guardian of a person who has lost his/her civil act capacity

1. In cases where the wife has lost her civil act capacity, her husband shall be her guardian; if the husband has lost his civil act capacity, his wife shall be his guardian.

2. In cases where the father and mother have both lost their civil act capacity or where either of them has lost the civil act capacity while the other does not fully meet the requirements to be a guardian, the eldest child shall be the guardian; if the eldest child does not fully meet the requirements to be a guardian, the next eldest child shall be the guardian.

3. In cases where an adult who has lost his/her civil act capacity has no wife or husband, no children or his wife or her husband or children do not fully meet the requirements to be a guardian, his/her father and/or mother shall be the guardian.

Article 63.- Appointment of a guardian

In cases where a minor or a person who has lost his/her civil act capacity does not have a natural guardian as provided for in Article 61 and Article 62 of this Code, the People's Committee of the commune, ward or district township where the ward resides shall have the responsibility to appoint a guardian or propose an organization to assume the guardianship.

Article 64.- Procedures for appointing a guardian

1. The appointment of a guardian must be made in writing, clearly stating the reason for appointing the guardian, the specific rights and obligations of the guardian and the status of the ward's property.

2. The appointment of a guardian must be consented by the person who is appointed to be a guardian.

Article 65.- Obligations of guardians towards wards aged under full fifteen years

The guardian of a person aged under full fifteen years shall have the following obligations:

1. To take care of and educate the ward;

2. To represent the ward in civil transactions, except where it is provided for by law that wards aged under full fifteen years can establish and perform civil transactions by themselves;

3. To manage the property of the ward;

4. To protect legitimate rights and interests of the ward.

Article 66.- Obligations of guardians towards wards aged between full fifteen years and under full eighteen years

The guardian of a person aged between full fifteen years and under full eighteen years shall have the following obligations:

1. To represent the ward in civil transactions, except where it is provided for by law that wards who are aged between full fifteen years and under full eighteen years can establish and perform civil transactions by themselves;

2. To manage the property of the ward;

3. To protect legitimate rights and interests of the ward.

Article 67.- Obligations of guardians towards wards who have lost their civil act capacity

The guardian of a person who has lost his/her civil act capacity shall have the following obligations:

1. To take care of and ensure the medical treatment for the ward;

2. To represent the ward in civil transactions;

3. To manage the property of the ward;

4. To protect legitimate rights and interests of the ward.

Article 68.- Rights of guardians

A guardian shall have the following rights:

1. To use the property of the ward in order to take care of and pay for the needs of the ward;

2. To be paid for all expenses necessary for the management of the ward's property;

3. To represent the ward in the establishment and performance of civil transactions in order to protect legitimate rights and interests of the ward.

Article 69.- Management of property of wards

1. Guardians must manage the property of their wards as if it were their own property.

2. Guardians may perform transactions related to the property of their wards in the interests of the wards. The sale, exchange, lease, lending, pledge, mortgage, deposit and other transactions involving the property of wards, which has a large value, must be consented by the guardianship supervisors.

Guardians must not donate the property of their wards to other persons.

3. Civil transactions between guardians and their wards in connection with the latter's property shall be invalid, except for cases where such transactions are performed in the interests of the wards and agreed upon by the guardianship supervisors.

Article 70.- Replacement of guardians

1. A guardian may be replaced in the following cases:

a/ The guardian no longer meets all of the requirements specified in Article 60 of this Code;

b/ The guardian being an individual dies or has been declared missing by the Court or being an organization which has terminated its operation;

c/ The guardian seriously violates a guardian's obligations;

d/ The guardian proposes his/her replacement and another person agrees to assume the guardianship.

2. In case of changing a natural guardian, the persons defined in Article 61 and Article 62 of this Code shall assume the role of a natural guardian; if there is no natural guardian, the appointment of a guardian shall comply with the provisions of Article 63 of this Code.

3. The procedures for changing an appointed guardian shall comply with the provisions of Article 64 and Article 71 of this Code.

Article 71.- Transfer of the guardianship by the appointed guardian

1. Upon the change of an appointed guardian, the person who has performed the guardianship shall have to transfer the guardianship to his/her replacement within fifteen days as from the date a new guardian is found.

2. The transfer of guardianship must be made in writing, clearly stating the reason for the transfer and the status of the ward's property at the time of transfer. The person who appointed the guardian and the person who supervises the guardianship shall witness the transfer of guardianship.

3. In case of change of a guardian for the reason that the guardian being an individual has died, or been declared by the court as having his/her civil act capacity restricted, losing his/her civil act capacity or as missing; or that the guardian being an organization has terminated its operation, the person who appointed the guardian shall make a record thereon, clearly stating the status of the ward's property and the rights and obligations which have arisen in the course of performing the guardianship for transfer to the new guardian to the witness of the guardianship supervisor.

4. The transfer of guardianship must be recognized by the People's Committee of the commune, ward or district township where the new guardian resides.

Article 72.- Termination of guardianship

A guardianship shall be terminated in the following cases:

1. The ward has obtained full civil act capacity;

2. The ward has died;

3. The ward's father and/or mother have/has fully met the conditions to perform their rights and obligations;

4. The ward has been adopted.

Article 73.- Consequences of the termination of guardianship

1. When a guardianship is terminated, the guardian must settle up the property with the ward or with the mother and/or father of the ward within three months from the time the guardianship terminates.

In cases where the ward dies, the guardian must settle up the property with the ward's heirs within three months as from the time the guardianship terminates; if the ward's heirs are unidentifiable upon the expiry of such time limit, the guardian shall continue to manage the property of the ward until the property has been settled in accordance with the provisions of law on inheritance and shall notify such to the People's Committee of the commune, ward or district township where the ward resides.

The settlement of property shall be carried out under the supervision of the guardianship supervisors.

2. The rights and obligations arising from civil transactions in the interest of a ward shall be performed by the guardian as follows:

a/ To transfer them to the ward when the ward has obtained full civil act capacity;

b/ To transfer them to the ward's father and/or mother in cases specified in Clause 3 and Clause 4, Article 72 of this Code;

c/ To transfer them to the ward's heir(s) when the ward dies.

Section 5. NOTICE OF SEARCH FOR PERSONS WHO ARE ABSENT FROM THEIR PLACES OF RESIDENCE, DECLARATION OF MISSING PERSONS AND DECLARATION OF DEATH

Article 74.- Request for notice of search for persons who are absent from their places of residence and the management of their property

When a person has disappeared for six consecutive months or more, the person with related rights or interests shall have the right to request the Court to issue a notice of search for the person absent from his/her place of residence under the provisions of civil procedure law and may request the Court to apply measures for management of the property of the absent person in accordance with the provisions of Article 75 of this Code.

Article 75.- Management of the property of a person who is absent from his/her place of residence

1. At the request of the person with related rights or interests, the Court shall hand over the property of a person absent from his/her place of residence to one of the following persons for management:

a/ The person who has been authorized by the absent person to manage the latter's property shall continue to manage such property;

b/ For a common property, the remaining co-owner(s) shall manage such property;

c/ The property being currently managed by the wife or the husband shall continue to be managed by the wife or the husband; if the wife or the husband dies or loses her/his civil act capacity or has her/his civil act capacity restricted, a child who has attained adulthood or the father and/or mother of the absent person shall manage the latter's property.

2. In cases where there are none of the persons defined in Clause 1 of this Article, the Court shall appoint a person among the next of kin of the absent person to manage his/her property; if the absent person does not have any next of kin, the Court shall appoint another person to manage the property.

Article 76.- Duties of the persons managing the property of persons absent from their places of residence

The persons managing the property of persons absent from their places of residence shall have the following duties:

1. To keep and preserve the property of the absent persons as if it were their own property;

2. To immediately sell the property being subsidiary food crops or other products being in danger of decay;

3. To perform the absent persons' obligations to support their dependents and/or to pay due debts with such persons' property under the Court's decisions;

4. To hand back the property to the absent persons upon their return and to notify the Court thereof; if they are at fault in the management of property thereby causing damage, they must pay compensations therefor.

Article 77.- Rights of the persons managing the property of persons absent from their places of residence

The persons managing the property of persons absent from their places of residence shall have the following rights:

1. To manage the property of the absent persons;

2. To deduct a portion from the property of the absent persons in order to perform the latter's obligations to support their dependents and/or obligations to pay due debts;

3. To be paid for all expenses necessary for the management of the property.

Article 78.- Dclaration of a person to be missing

1. When a person has disappeared for two consecutive years or more and there is no reliable information on whether such person is still alive or dead even though notification and search measures have been fully applied in accordance with the civil procedure law, the Court may, at the request of a person with related rights or interests, declare such person missing. The two-year time limit shall be counted from the date the last information on such person is obtained; if the date of the last information cannot be determined, this time limit shall be counted from the first day of the month following the month when the last information is received; if the date and month of the last information cannot be determined, this time limit shall be counted from the first day of the year following the year when the last information is received.

2. In cases where the wife or the husband of a person who has been declared missing files for a divorce, the Court shall grant the divorce.

Article 79.- Management of the property of persons who have been declared missing

The persons currently managing the property of the persons who are absent from their places of residence as provided for in Clause 1, Article 75 of this Code shall continue to manage the property of such persons when they are declared missing by the Court and have the rights and duties specified in Article 76 and Article 77 of this Code.

In cases where a Court has resolved to permit the wife or the husband of the person who has been declared missing to divorce, the property of the missing person shall be handed over to the child(ren) who has/have attained adulthood or to the mother and/or father of the missing person for management; if there is no such person, the property shall be handed over to the next of kin of the missing person for management; if there is no next of kin, the Court shall appoint another person to manage the property.

Article 80.- Annulment of the decision declaring a person missing

1. When a person who has been declared missing returns or when there is reliable information that such person is still alive, the Court shall, at the request of such person or a person with related rights or interests, issue a decision to annul the decision declaring a person missing.

2. A person who has been declared missing shall, upon his/her return, be permitted to take back his/her property handed to him/her by the property manager after paying the management expenses.

3. In cases where the wife or the husband of a person who has been declared missing has been granted a divorce, the decision permitting the divorce shall still be legally effective, despite the return of the person who has been declared missing or the reliable information that such person is still alive.

Article 81.- Declaration of a person to be dead

1. A person with related rights or interests may request the Court to issue a decision declaring that a person is dead in the following cases:

a/ After three years as from the date the Court's decision declaring a person missing takes legal effect there is still no reliable information that such person is alive;

b/ The person has disappeared during a war and five years from the end of the war, there is still no reliable information that such person is alive;

c/ The person was hit by an accident, catastrophe or a natural disaster and one year from the end of such accident, catastrophe or natural disaster, there is still no reliable information that such person is alive, unless otherwise provided for by law;

d/ The person has disappeared for five consecutive years or more and there is no reliable information that such person is still alive; this time limit shall be counted in accordance with the provisions of Clause 1, Article 78 of this Code.

2. The Court shall, on a case-by-case basis, determine the date of death of a person who has been declared dead, based on the cases specified in Clause 1 of this Article.

Article 82.- Personal relations and property relations of persons who have been declared dead by the Court

1. When a decision of the Court declaring that a person is dead becomes legally effective, all marriage and family relations and other personal relations of such person shall be resolved as if a person had died.

2. The property relations of a person whom the Court has declared dead shall be resolved as if such person had died; the property of such person shall be settled in accordance with the law on inheritance.

Article 83.- Annulment of the decision declaring that a person is dead

1. When a person who has been declared dead returns or when there is reliable information that such person is still alive, the Court shall, at the request of such person or of a person with related rights or interests, issue a decision to annul the decision which declared that such person was dead.

2. The personal relations of the person who has been declared dead shall be restored when the Court issues a decision to annul the decision which declared that such person was dead, except for the following cases:

a/ Where the wife or the husband of the person who has been declared dead was permitted by the Court for her or his divorce in accordance with the provisions of Clause 2, Article 78 of this Code, the decision permitting the divorce shall remain legally effective;

b/ Where the wife or the husband of the person who has been declared dead has married another person, such marriage shall remain legally effective.

3. A person who has been declared dead but is still alive shall have the right to demand that the persons who received his/her inheritance to return the property that still remains.

In cases where the heir of a person whom the Court has declared dead is aware that such person is still alive, but deliberately conceals such for the purpose of enjoying the inheritance, he/she must return the entire property which he/she has received, including yields and profits; if causing damage, he/she must pay compensation therefor.

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.

Chapter V

FAMILY HOUSEHOLDS AND COOPERATIVE GROUPS

Section 1. FAMILY HOUSEHOLDS

Article 106.- Family households

Family households in which members have common property and jointly contribute their efforts and labor to their common economic activities in agricultural, forestry or fishery produc-tion or in a number of other production and/or business domains defined by law shall be subjects when participating in civil relations in such domains.

Article 107.- Representatives of family households

1. The head of a family household shall be the representative of the household in civil transactions for the common interests of the household. The father, mother or another adult member may be the head of the household.

The head of a family household may authorize another adult member to represent the household in civil relations.

2. Civil transactions established and performed in the common interest of a family household by the representative of the household shall give rise to the rights and obligations of the entire family households.

Article 108.- Common property of family households

The common property of a family household shall comprise land use rights, the forest and/or planted forest use rights of the family household, the property contributed or jointly created by household members or presented as a common gift, or jointly inherited and other property which the members agree to be the common property of the household.

Article 109.- Possession, use, disposal of the common property of family households

1. Family household members shall possess and use the common property of their households by mode of agreement.

2. The disposal of property being means of production, common property of great value of family households must be agreed upon by members aged full fifteen years or older; for other common property, the disposal thereof must be agreed upon by the majority of members aged full fifteen years or older.

Article 110.- Civil liability of family households

1. Family households must bear civil liability for the exercise of civil rights and the performance of civil obligations, which are established and performed in the name of the family households by their respective representatives.

2. Family households shall bear civil liability with their common property; if the common property is insufficient to fulfill their respective common obligations, their members must bear joint liability with their own property.

Section 2. COOPERATIVE GROUPS

Article 111.- Cooperative groups

1. Cooperative groups, which are formed on the basis of cooperation contracts certified by commune/ward/township People's Committees and which are entered into by three or more individuals who jointly contribute property and labor in order to perform certain tasks and to jointly enjoy benefits and jointly bear liabilities, shall be subjects in civil relations.

Cooperative groups, which meet all the conditions to become legal persons in accordance with the provisions of law, shall register their activities in the capacity of legal persons at competent state agencies.

2. A cooperation contract shall have the following principal contents:

a/ The purpose and term of the cooperation contract;

b/ The full names and places of residence of the head and other members of the group;

c/ The levels of property contribution, if any; the mode of distributing the yields and profits among the group members;

d/ The rights, obligations and responsibilities of the head and the members of the group;

e/ The conditions for accepting new group members or leaving the cooperative group;

f/ The conditions for terminating the cooperative group;

g/ Other agreements.

Article 112.- Members of cooperative groups

Cooperative group members shall be individuals who are full eighteen years or older and have full civil act capacity.

Cooperative groups shall have the right to enter into labor contracts with persons who are not their members to perform certain tasks.

Article 113.- Representatives of cooperative groups

1. The representatives of cooperative groups in civil transactions shall be their heads appointed by the group members.

The heads of cooperative groups may authorize group members to perform certain tasks necessary for the groups.

2. Civil transactions established and performed by the representatives of cooperative groups for the purpose of the groups' operations under decisions of a majority of the group members shall give rise to the rights and obligations of the entire cooperative groups.

Article 114.- Property of cooperative groups

1. The property contributed or jointly created by group members and the property donated to the whole groups shall be the common property of such cooperative groups.

2. The group members shall manage and use the property of the cooperative groups in accordance with the agreed mode.

3. The disposal of property being the means of production of the cooperative groups must be consented by all the group members; for other common property, the consent of a majority of the group members is required.

Article 115.- Obligations of group members

Group members shall have the following obligations:

1. To implement cooperation on the principles of equality, mutual benefit, mutual assistance and assurance of the common interests of the cooperative group;

2. To compensate for damage caused to their cooperative group as a result of their own fault.

Article 116.- Rights of group members

Group members shall have the following rights:

1. To enjoy yields and profits gained from the operations of their cooperative group as agreed upon;

2. To participate in deciding on matters relevant to the operations of their cooperative group and in inspecting the operations of the cooperative group.

Article 117.- Civil liability of cooperative groups

1. Cooperative groups must bear civil liability for the performance of civil rights and obligations established and performed by their representatives in the name of the cooperative groups.

2. Cooperative groups shall bear civil liability with their common property; if the common property is insufficient to perform their common obligations, their group members must jointly bear civil liability with their own property proportional to their respective contributions.

Article 118.- Acceptance of new group members

Cooperative groups may accept new group members, if so consented by a majority of the group members, unless otherwise agreed upon.

Article 119.- Leaving cooperative groups

1. Group members shall have the right to leave their cooperative groups under the agreed conditions.

2. Group members leaving their cooperative groups shall have the right to request the return of the property which they have contributed to the cooperative groups and to be distributed their share of the property in the common property and must discharge their obligations towards the cooperative groups as agreed upon; if the distribution of property in kind affects the continuation of the groups' operation, the property shall be valued in money for distribution.

Article 120.- Termination of cooperative groups

1. A cooperative group shall terminate in the following cases:

a/ Upon the expiry of the term stated in the cooperation contract;

b/ The purpose of the cooperation has been achieved;

c/ The group members agree to terminate the cooperative group.

In case of termination, cooperative groups must report thereon to the commune/ward/township People's Committees which authenticated the cooperation contracts.

2. Cooperative groups shall terminate under decisions of competent state agencies in cases specified by law.

3. Upon their termination, cooperative groups must settle their debts; if the common property is insufficient to repay the debts, the group members' own property must be used for the settlement in accordance with the provisions of Article 117 of this Code.

In cases where all debts have been repaid and the group is still left with common property, such property shall be divided to the group members in proportion to each person's contribution, unless otherwise agreed upon.

Chapter VI

CIVIL TRANSACTIONS

Article 121.- Civil transactions

A civil transaction is a contract or unilateral legal act which gives rise to, changes or terminates civil rights and/or obligations.

Article 122.- Conditions for civil transactions to become effective

1. A civil transaction shall be effective when it meets all the following conditions:

a/ The persons participating in the transaction have the civil act capacity;

b/ The purpose and contents of the transaction do not violate prohibitory provisions of law and are not contrary to social ethics;

c/ The persons participating in the civil transaction act completely voluntarily;

2. The forms of civil transactions shall be the conditions for such transactions to be effective in cases where it is so provided for by law.

Article 123.- Objectives of civil transactions

The objectives of civil transactions are legitimate interests which the parties wish to obtain when establishing such transactions.

Article 124.- Forms of civil transactions

1. A civil transaction shall be expressed verbally, in writing, or through specific acts.

Civil transactions through electronic means in form of data messages shall be considered transactions in writing.

2. In cases where it is provided for by law that a civil transaction must be expressed in writing, notarized, authenticated, registered or permitted, such provisions must be complied with.

Article 125.- Conditional civil transactions

1. In cases where the parties have agreed on the conditions which shall give rise to or cancel a civil transaction, the civil transaction shall arise or be cancelled upon the occurrence of such conditions.

2. In cases where the conditions which give rise to or cancel a civil transaction cannot occur due to the act of intentional hindrance of one party or a third person, such conditions shall be considered having occurred; if one party or a third person exerts impacts to deliberately promote the occurrence of conditions so as to give rise to or cancel the civil transaction, such conditions shall be considered having not occurred.

Article 126.- Interpretation of civil transactions

1. In cases where a civil transaction may be understood in different ways, such transaction must be interpreted in the following order:

a/ According to the true aspirations of the parties when the transaction is established;

b/ According to the meaning consistent with the objective of the transaction;

c/ According to the practices of the locality where the transaction is established.

2. The interpretation of civil contracts shall comply with the provisions of Article 409 of this Code and the interpretation of the contents of testaments shall comply with the provisions of Article 673 of this Code.

Article 127.- Invalid civil transactions

Civil transactions which fail to satisfy one of the conditions specified in Article 122 of this Code shall be invalid.

Article 128.- Civil transactions which are invalid due to violation of prohibitory provisions of law or contravention of social ethics

Civil transactions with purposes and contents violating prohibitory provisions of law or contravening social ethics shall be invalid.

Prohibitory provisions of law mean the provisions of law which do not permit subjects to perform certain acts.

Social ethics are common standards of conduct among people in social life, which are recognized and respected by the community.

Article 129.- Civil transactions invalid due to falsity

When the parties falsely establish a civil transaction in order to conceal another transaction, the false transaction shall be invalid and the concealed transaction remains valid, except in cases where it is also invalid under the provisions of this Code;

In cases where a false transaction is established with a view to shirking the responsibility toward a third person, such transaction shall also be invalid.

Article 130.- Civil transactions invalid due to establishment or performance by minors or persons having lost their civil act capacity or having had their civil act capacity restricted

When a civil transaction is established or performed by a minor or by a person who has lost his/her civil act capacity or whose civil act capacity is restricted, the Court shall, at the request of the representative of that person, declare such transaction invalid, if it is provided for by law that such transaction must be established and performed by the representative of that person.

Article 131.- Civil transactions invalid due to mistakes

When a party has established a transaction due to its misunderstanding of the contents of the transaction due to unintentional mistakes made by the other party, it shall have the right to request the other party to change the contents of such transaction; if the other party does not accept such request, the mistaken party shall have the right to request the Court to declare the transaction invalid.

The cases where a party has intentionally made mistakes, thus making the other party misunderstand the contents of the transaction shall be settled in accordance with the provisions of Article 132 of this Code.

Article 132.- Civil transactions invalid due to deception or intimidation

When a party participates in a civil transaction due to being deceived or intimidated, it shall have the right to request the Court to declare such civil transaction invalid.

Deception in a civil transaction means an intentional act of a party or a third person, aiming to induce the other party to misunderstand the subject, the nature of the object or the content of the civil transaction and thus to agree to enter into such transaction.

Intimidation in a civil transaction means an intentional act of a party or a third person, thus compelling the other party to perform the civil transaction in order to avoid damage to the life, health, honor, reputation, dignity and/or property of his/her own or of his/her father, mother, wife, husband or children.

Article 133.- Civil transactions invalid due to establishment by persons incapable of being aware of and controlling their acts

A person who has the civil act capacity but established a civil transaction at a time he/she was incapable of being aware of and controlling his/her acts shall have the right to request the Court to declare such civil transaction invalid.

Article 134.- Civil transactions invalid due to non-compliance with the prescribed forms

In cases where it is provided for by law that the forms of civil transactions are conditions for civil transactions to be valid but the parties fail to comply therewith, the Court or another competent state agency shall, at the request of one or all of the parties, compel the parties to comply with the provisions on forms of transactions within a given period of time; past that time limit, if they still fail to comply with such provisions, the transactions shall be invalid.

Article 135.- Partially invalid civil transactions

A civil transaction shall be partially invalid when one part of the transaction is invalid, provided that such part does not affect the validity of the remaining parts of the transaction.

Article 136.- The statute of limitations for requesting the Court to declare a civil transaction invalid

1. The statute of limitations for requesting the Court to declare a civil transaction invalid as specified in Articles 130 thru 134 of this Code shall be two years, counting from the date the civil transaction is established.

2. For civil transactions specified in Articles 128 and 129 of this Code, the statute of limitations for requesting the Court to declare such civil transactions invalid shall not be restricted.

Article 137.- Legal consequences of invalid civil transactions

1. Invalid civil transactions shall not give rise to, change or terminate any civil rights and obligations of the parties from the time of establishment thereof.

2. When a civil transaction is invalid, the parties shall be restored to the original status and shall return to each other what they have received; if the return cannot be made in kind, it shall be made in money, except for cases where the transacted property, gained yields and/or profits are confiscated under the provisions of law. The party at fault, which caused damage, must compensate therefore.

Article 138.- Protection of the interests of a bona fide third party when a civil transaction is invalid

1. In cases where a civil transaction is invalid but the transacted property being a moveable not subject to ownership registration has already been transferred to a bona fide third party through another transaction, the transaction with the third party shall still be valid, except for the case specified in Article 257 of this Code.

2. In cases where the transacted property being an immoveable or a moveable subject to ownership registration has already been transferred to a bona fide third party through another transaction, the transaction with the third party shall be invalid, except for cases the bona fide third party receives such property through auction or transaction with a person who, under court judgment or decision of a competent state agency, was the owner of the property, but later is not the owner of the property as the court judgment or decision is cancelled or modified.

Chapter VII

REPRESENTATION

Article 139.- Representation

1. Representation is the act of a person (hereinafter referred to as the representative) to establish and perform a civil transaction in the name and interests of another person (hereinafter referred to as the represented person) within the scope of representation.

2. Individuals, legal persons or other subjects may establish and/or perform civil transactions through their representatives. Individuals must not allow other persons to represent them, if the law provides that they must establish and perform the transactions themselves.

3. Representation relations shall be established under law or under authorization.

4. The represented persons shall have rights and obligations arising from the civil transactions established by their representatives.

5. The representatives must have full civil act capacity, except for the cases specified in Clause 2, Article 143 of this Code.

Article 140.- Representation at law

Representation at law is the representation provided for by law or decided by a competent state agency.

Article 141.- Representatives at law

Representatives at law shall include:

1. Fathers and/or mothers with respect to children who are minors;

2. Guardians with respect to wards;

3. Persons appointed by the Court with respect to persons with a restricted capacity for civil acts;

4. Heads of legal persons as prescribed by the charters of the legal persons or decided by competent state agencies;

5. Heads of family households with respect to family households;

6. Heads of cooperative groups with respect to cooperative groups;

7. Other persons as specified by law.

Article 142.- Representation under authorization

1. Representation under authorization is the representation established under an authorization between the representative and the represented person.

2. Forms of authorization shall be agreed upon by the parties, except for cases where it is provided for by law that authorization must be made in writing.

Article 143.- Representatives under authorization

1. Individuals, representatives at law of legal persons may authorize other persons to establish and/or perform civil transactions.

2. Persons aged between full fifteen years and under eighteen years may be representatives under authorization, except for cases where it is provided for by law that civil transactions must be established and/or performed by persons aged full eighteen years or more.

Article 144.- Scope of representation

1. Representatives at law shall have the right to establish and perform all civil transactions in the interests of the represented persons, unless otherwise provided for by law.

2. The scope of representation under authorization shall be established in accordance with the authorization.

3. Representatives may only perform civil transactions within the scope of representation.

4. Representatives must inform the third party in civil transactions of the scope of their representation.

5. Representatives must not establish and/or perform civil transactions with themselves or with the third party whom they also represent, unless otherwise provided for by law.

Article 145.- Consequences of civil transactions established and/or performed by persons without the authority of representation

1. Civil transactions established and/or performed by persons without the authority of representation shall not give rise to rights and obligations of the represented persons, except in cases where the representatives or the represented persons give consent thereto. The persons who effected transactions with the persons having no authority of representation must notify such to the represented persons or their representatives in order to get their replies within the prescribed time limit; upon the expiry of such time limit, if no reply is given, such transactions shall not give rise to rights and/or obligations for the represented persons, but the persons having no authority of representation must still fulfill the obligations towards the persons with whom they have effected the transactions, except in cases where such persons knew or should have known about the unauthorized representation.

2. Persons who effected transactions with persons having no authority of representation shall be entitled to unilaterally terminate the performance of, or annul, the established civil transactions and to demand compensation for damage, except in cases where such persons knew or should have known about the unauthorized representation and still effected the transactions.

Article 146.- Consequences of civil transactions established and/or performed ultra vires by representatives

1. Civil transactions established and/or performed ultra vires by representatives shall not give rise to rights and/or obligations of the represented persons for the portions of transactions performed ultra vires, except in cases where the represented persons give consent thereto or know but do not oppose it; if consent is not given, the representatives shall have to fulfill the obligations towards the persons with whom they have effected the transactions for the portions of the civil transaction beyond the scope of their representation.

2. Persons who have effected transactions with such representatives shall have the right to unilaterally terminate the performance of, or annul, the portions of civil transaction performed ultra vires or the entire civil transactions and shall have the right to demand compensation for damage, except in cases where such persons knew or should have known that the authority of representation was usurped, and still effected the transactions.

3. In cases where the representatives and the persons involved in the transactions with the representatives intentionally establish and/or perform civil transactions ultra vires, thereby causing damage to the represented persons, the representatives and such persons shall be jointly liable for compensation.

Article 147.- Termination of representation of individuals

1. The representation at law of an individual shall terminate in the following cases:

a/ The represented person has attained adulthood or has had his/her civil act capacity restored;

b/ The represented person dies;

c/ Other cases specified by law.

2. The representation under authorization of individuals shall terminate in the following cases:

a/ The authorization time limit has expired or the authorized work has been completed;

b/ The authorizing persons revoke the authorization, or the authorized persons refuse the authorization;

c/ The authorizing persons or the authorized persons die, have been declared by the Court as having lost their civil act capacity, having their civil act capacity restricted, having been missing or dead.

Upon the termination of the authorized representation, the representatives must fulfill the property obligations towards the represented persons or the heirs of the represented persons.

Article 148.- Termination of representation of legal persons

1. The representation at law of legal persons shall terminate when such legal persons cease to exist.

2. The representation under authorization of legal persons shall terminate in the following cases:

a/ The authorization time limit has expired or the authorized work has been completed;

b/ The representatives at law of the legal persons revoke the authorization or the authorized persons refuse the authorization;

c/ The legal persons cease to exist or the authorized persons die, have been declared by the Court as having lost their civil act capacity, having their civil act capacity restricted, having been missing or dead.

Upon the termination of representation under authorization, the representatives must fulfill the property obligations towards the authorizing legal persons or inheriting legal persons.

Chapter VIII

TIME LIMITS

Article 149.- Time limit

1. A time limit is a period of time determined from one point of time to another point of time.

2. A time limit may be determined by the minute, hour, day, week, month, year or by an event which may occur.

Article 150.- Application of the method of calculating a time limit

1. The method of calculating a time limit shall comply with the provisions of this Code, unless otherwise agreed upon or provided for by law.

2. Time limits shall be calculated according to the solar calendar.

Article 151.- Provisions on time limits and the point of time for calculating a time limit

1. In cases where the parties have agreed that the time limit shall be one year, half a year, a month, half a month, a week, a day, an hour or a minute and where the lengths of time do not take place consecutively, such time limit shall be calculated as follows:

a/ One year means 365 days;

b/ Half a year means six months;

c/ One month means 30 days;

d/ Half a month means 15 days;

e/ One week means 7 days;

f/ One day means 24 hours;

g/ One hour means 60 minutes;

h) One minute means 60 seconds.

2. In cases where the parties have agreed on the point of time to be at the beginning of a month, the middle of a month, or the end of a month, such point of time shall be defined as follows:

a/ The beginning of a month is the first day of the month;

b/ The middle of a month is the 15th day of the month;

c/ The end of a month is the last day of the month.

3. In cases where the parties have agreed on the point of time to be at the beginning of a year, the middle of a year, or the end of a year, such point of time shall be defined as follows:

a/ The beginning of a year is the first day of January;

b/ The middle of a year is the last day of June;

c/ The end of a year is the last day of December.

Article 152.- The point of time at which a time limit commences

1. When a time limit is determined by the minute or hour, such time limit shall begin from the pre-determined point of time.

2. When a time limit is determined by the day, week, month or year, the time limit must not be counted from the first day but shall be counted from the day following the determined date.

3. When a time limit begins from the occurrence of an event, the day on which the event occurs shall not be counted, and the time limit shall be counted from the day following the date of occurrence of the event.

Article 153.- The end of a time limit

1. When a time limit is calculated by the day, the time limit shall end at the moment which ends the last day of the time limit.

2. When a time limit is calculated by the week, the time limit shall end at the moment which ends the corresponding day of the last week of the time limit.

3. When a time limit is calculated by the month, the time limit shall end at the point of time which ends the corresponding day of the last month of the time limit; if the month in which the time limit ends does not have a corresponding day, the time limit shall end on the last day of such month.

4. When a time limit is calculated by the year, the time limit shall end at the moment which ends the corresponding day and month of the last year of the time limit.

5. When the last day of a time limit falls on a weekend or a public holiday, the time limit shall end at the moment which ends the working day following such holiday.

6. The point of time which ends the last day of a time limit shall be at exactly twelve o’clock at night on that day.

Chapter IX

STATUTE OF LIMITATIONS

Article 154.- Statute of limitations

A statute of limitations is a time limit specified by law upon the expiration of which a subject may enjoy civil rights, be released from civil obligations or lose the right to initiate a civil lawsuit or the right to request the settlement of civil matters.

Article 155.- Types of statute of limitations

1. The statute of limitations for enjoying civil rights is the time limit upon the expiration of which the subject shall enjoy civil rights.

2. The statute of limitations for release from civil obligations is the time limit upon the expiration of which the person with the civil obligations shall be released from performing such obligations.

3. The statute of limitations for initiating a lawsuit is the time limit within which a subject shall have the right to initiate a lawsuit in order to request a Court to settle a civil case for the protection of legitimate rights and interests which are infringed upon; after such time limit expires, the right to initiate a lawsuit shall be lost.

4. The statute of limitations for requesting a civil matter is the time limit within which a subject shall have the right to request a Court to settle a civil matter for the protection of legitimate rights and interests of individuals, agencies or organizations, public interests, or the State's interests; after such time limit expires, the requesting right shall be lost.

Article 156.- Method of calculating a statute of limitations

A statute of limitations shall be calculated from the point of time which begins the first day of the statute of limitations and shall end at the point of time which ends the last day of the statute of limitations.

Article 157.- Effectiveness of the statute of limitations for enjoyment of civil rights and for release from civil obligations

1. Where it is provided for by law that a subject may enjoy civil rights or be released from civil obligations under the statute of limitations, such enjoyment of civil rights or release from civil obligations shall take effect only after the statute of limitations ends.

2. The statute of limitations for enjoyment of civil rights shall not be applicable in the following cases:

a/ The possession of property under state ownership without legal bases;

b/ The enjoyment of personal rights which are not associated with property.

3. The statute of limitations for release from civil obligations shall not be applicable to the performance of civil obligations towards the State, unless otherwise provided for by law.

Article 158.- Continuity of the statute of limitations for enjoyment of civil rights or for release from civil obligations

1. The statute of limitations for enjoyment of civil rights or for release from civil obligations shall be continuous from its beginning to its expiration; if there is an event which causes an interruption, the statute of limitations must be re-calculated ab initio, after the event which caused the interruption terminates.

2. The statute of limitations for enjoyment of civil rights or for release from civil obligations shall be interrupted upon the occurrence of one of the following events:

a/ There is a resolution from a competent state agency with respect to the civil rights or obligations to which the statute of limitations currently applies;

b/ The civil rights or obligations to which the statute of limitations currently applies are disputed by a person with related rights or obligations.

3. The statute of limitations shall run continuously in cases where the enjoy-ment of civil rights or the release from civil obligations is legally transferred to another person.

Article 159.- Commencement of the statute of limitations for initiating a civil case, the statute of limitations for requesting the settlement of a civil matter

1. The statute of limitations for initiating a civil case shall be counted from the date the legitimate rights and/or interests are infringed upon, unless otherwise provided for by law.

2. The statute of limitations for requesting the settlement of a civil matter shall be counted from the date on which the requesting right arises, unless otherwise provided for by law.

Article 160.- Non-application of the statute of limitations for initiating civil cases

The statute of limitations for initiating civil cases shall not apply in the following cases:

1. Requesting to restitute property under the state ownership;

2. Requesting to protect personal rights which are infringed upon, unless otherwise provided for by law;

3. Other cases specified by law.

Article 161.- A period of time not calculated into the statute of limita-tions for initiating civil cases, the statute of limitations for requesting the settlement of civil matters

A period of time which shall not be calculated into the statute of limitations for initiating a civil case or the statute of limitation for requesting the settlement of a civil matter is a period of time within which one of the following events occurs:

1. A force majeure or an objective hindrance, which renders a subject with the right to initiate a lawsuit or to request unable to exercise this right within the statute of limitations.

A force majeure means an event which occurs objectively and unpredictably and cannot be overcome though all necessary measures have been applied and all the permitted capabilities have been used.

Objective hindrances means obstacles created under the impacts of objective circumstances, which render the persons with related civil rights or civil obligations unable to know that their legitimate rights and/or interests have been infringed upon or unable to exercise their civil rights or perform their civil obligations.

2. The unavailability of a representative in cases where the person with the right to initiate a lawsuit or the person with the right to request has not yet attained adulthood, lost his/her civil act capacity or has his/her civil act capacity restricted.

3. The unavailability of a new representative for replacement, or discontinuity of representation for plausible reasons in cases where the representative of a minor or of a person who has lost his/her civil act capacity or has his/her civil act capacity restricted dies.

Article 162.- Re-commencement of the statute of limitations for initiating civil cases

1. The statute of limitations for initiating a civil case shall re-commence in the following cases:

a/ The obligor has acknowledged a part or all of his/her/its obligations towards the person initiating the lawsuit;

b/ The obligor has fulfilled a portion of his/her/its obligations towards the person initiating the lawsuit;

c/ The parties have reconciled with each other.

2. The statute of limitations for initiating a civil case shall re-commence from the date following the date upon which an event specified in Clause 1 of this Article occurs.

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