Chương IV Bộ luật Dân sự 2015: Pháp nhân

Article 74. Juridical persons

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

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

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

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

d) It participates independently in legal relations in its own name.

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

Article 75. Commercial juridical persons

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

2. Commercial juridical persons include enterprises and other business entities.

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

Article 76. Non-commercial juridical persons

1. Non-commercial juridical person means a juridical person whose primary purpose is not seeking profits and its possible profits may not distributed to its members.

2. Commercial juridical persons include regulatory agencies, people's armed units, political organizations, socio-political organizations, political-socio-professional organizations, social organizations, socio-professional organizations, social funds, charitable funds, social enterprises and other non-commercial organizations.

3. The establishment, operation and termination of non-commercial juridical persons shall comply with regulations of this Code, laws on organizational structure of the state and other relevant laws.

Article 77. Charters of juridical persons

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

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

a) Name of juridical person;

b) Purpose and scope of its operation;

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

d) Charter capital (if any);

dd) Legal representative;

e) Organizational structure, the procedures for nomination, election, appointment, discharge from office and dismissal; duties and powers of the positions in the managing body and other bodies;

g) Membership requirements, if the judicial person has members;

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

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

k) Procedures for amending and supplementing the charter;

l) Conditions for consolidation, acquisition, total division, partial division or dissolution the juridical person.

Article 78. Names of judicial persons

1. Each judicial person’s name must be in Vietnamese.

2. The name of a judicial person must clarify its type of organization and distinguish it from other judicial persons in the same field of activities.

3. Each juridical person must use its own name in civil transactions.

4. The name of a juridical person shall be recognized and protected by law.

Article 79. Head offices of judicial persons

1. The head-office of a juridical person is the place where its executive body is located.

Any change of the judicial person’s head office must be announced.

2. The contact address of a juridical person shall be the address of its head-office. The juridical person may select another place as its contact address.

Article 80. Nationality of judicial persons

Each juridical person established in accordance with Vietnamese law shall be a Vietnamese juridical person.

Article 81. Property of judicial persons

Property of a juridical person includes contributed capital of its owners, founders, members and other kinds of property that the juridical person has established its ownership as prescribed in this Code or relevant laws.

Article 82. Establishment and registration of juridical persons

1. A juridical person may be established on the initiative of an individual or another juridical person, or under a decision of a regulatory agency.

2. Registration of juridical person includes registration of establishment, modification to registration and other registration as prescribed by law.

3. The registration of juridical person must be announced.

Article 83. Organizational structure of juridical persons

1. Each juridical person must have an executive body. The organization, duties and powers of the executive body of a juridical person shall be stipulated in its charter or establishment decision.

2. Each juridical person may have other bodies as decided itself or as prescribed by law.

Article 84. Branches and representative offices of juridical persons

1. Each branch and/or representative office is an affiliate other than a juridical person.

2. Each branch shall perform all or part of the functions of the juridical person.

3. Each representative office shall perform its duties as authorized by the in accordance with within the authorized scope and for the juridical person's interests.

4. The establishment or termination of a branch or a representative office of a juridical person must be registered as prescribed by law and announced.

5. The head of each branch or representative office shall perform his/her duties as authorized by the juridical person within the authorized scope and for the authorized duration.

6. A juridical person shall have civil rights and obligations arising from civil transactions established and performed by its representative offices and/or branches.

Article 85. Representatives of juridical persons

The representative of a juridical person may be a legal representative or an authorized representative. The representative of a juridical person must comply with regulations on representation in Chapter IX of this Part.

Article 86. Legal personality of juridical persons

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

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

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

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

Article 87. Civil liability of juridical persons

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

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

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

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

Article 88. Consolidation of juridical persons

1. Juridical persons may consolidate into a new juridical person.

2. After consolidation, the former juridical persons shall cease to exist from the time of establishment of the new juridical person; the civil rights and obligations of the former juridical persons shall be transferred to the new juridical person.

Article 89. Acquisition of juridical persons

1. A juridical person (hereinafter referred to as acquired juridical person) may be merged into another juridical person (hereinafter referred to as acquiring juridical person).

2. After acquisition, the acquired juridical person shall cease to exist; the civil rights and obligations of the acquired juridical person shall be transferred to the acquiring juridical person.

Article 90. Total division of juridical persons

1. A juridical person may be totally divided to multiple juridical persons.

2. After total division, the transferor juridical person shall cease to exist; the civil rights and obligations of the transferor juridical person shall be transferred to new juridical persons.

Article 91. Partial division of juridical persons

1. A juridical person may be partially divided to multiple juridical persons.

2. After partial division, the transferor juridical person and transferee juridical persons shall perform their civil rights and obligations in accordance with their own operation objectives.

Article 92. Conversion of forms of juridical persons

1. The form of a juridical person may be converted into another form.

2. After conversion of form, the converting juridical person shall cease to exist from the time of establishment of the converted juridical person, the civil rights and obligations of the converting juridical person shall be transferred to the converted juridical person.

Article 93. Dissolution of juridical persons

1. A juridical person shall be dissolved in any of the following cases:

a) In accordance with the provisions of its charter;

b) Pursuant to a decision of a competent authority;

c) Upon expiry of its term of operation as provided in its charter or in the decision of the competent authority;

d) Other cases as prescribed by law.

2. Prior to dissolution, a juridical person must fulfill all of its property obligations.

Article 94. Settlement of property of dissolved juridical persons

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

a) Dissolution expenses of the juridical person;

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

c) Tax debts and other debts.

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

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

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

Article 95. Bankruptcy of juridical persons

The bankruptcy of each juridical person shall comply with regulations of law on bankruptcy.

Article 96. Termination of juridical persons

1. A juridical person shall terminate in any of the following cases:

a) Consolidation, acquisition, total division, conversion of legal, or dissolution prescribed in Articles 88, 89, 90, 92 and 93 of this Code;

b) Declaration of bankruptcy in accordance with law on bankruptcy.

2. A legal person shall terminate from the time its name is removed from the juridical person registry or as from the time stated in a decision of competent authority.

3. When a juridical person terminates, its property shall be resolved in accordance with this Code and relevant laws.