Phần thứ nhất Bộ luật Dân sự 2015: Quy định chung

PART ONE

GENERAL PROVISIONS

Chapter I

GENERAL PROVISIONS

Article 1. Scope

The Civil Code provides the legal status, legal standards for the conduct of natural and juridical persons; the rights and obligations of natural and juridical person (hereinafter referred to as persons) regarding personal and property rights and obligations in relations established on the basis of equality, freedom of will, independence of property and self-responsibility (hereinafter referred to as civil relations).

Article 2. Recognition, respect, protection and guarantee of civil rights

1. In the Socialist Republic of Vietnam, all civil rights are recognized, respected, protected and guaranteed under the Constitution and law.

2. Civil rights may be limited as prescribed in law in exceptional circumstances that due to national defense and security, social safety and order, social ethics and the community's health.

Article 3. Basic principles of civil law

1. Every person shall be equal in civil relations, may not use any reason for unequal treatment to others, and enjoy the same protection policies of law regarding moral rights and economic rights.

2. Each person establishes, exercises/fulfills and terminates his/her civil rights and obligations on the basis of freely and voluntarily entering into commitments and/or agreements. Each commitment or agreement that does not violate regulations of law and is not contrary to social ethics shall be bound by contracting parties and must be respected by other entities.

3. Each person must establish, exercise/ fulfill, or terminate his/her civil rights and/or obligations in the principle of goodwill and honesty.

4. The establishment, exercise and termination of civil rights and/or obligations may not infringe national interests, pubic interests, lawful rights and interests of other persons.

5. Each person shall be liable for his/her failure to fulfill or the incorrect fulfillment of any such civil obligations.

Article 4. Application of the Civil Code

1. This Law is a common law that applies to civil relations.

2. Any relevant law that applies to civil relations in specific fields may not be contrary to the basic principle of civil law prescribed in Article 3 of this Law.

3. If another relevant law has no regulation or has regulations that infringe Clause 2 of this Article, the regulations of this Law shall apply.

4. In cases where an international agreement to which the Socialist Republic of Vietnam is a signatory contains provisions different from the provisions of this Code with regard to a same matter, the provisions of such agreement shall apply.

Article 5. Application of practices

1. Practices mean rules of conduct obvious to define rights and obligations of persons in specific civil relations, forming and repeating in a long time, recognized and applying generally in a region, race, or a community or a field of civil.

2. In cases where it is neither provided for by law nor agreed upon by the parties, practices may apply but they must not contravene the principles provided for in Article 3 of this Code.

Article 6. Application of analogy of law

1. In cases where an issue rises under scope of civil law which it is neither provided for by law nor agreed upon by the parties nor, nor applied by practices, analogy of law shall apply.

2. In cases where it is impossible to apply analogy of law as prescribed in Clause 1 of this Article, basic principles of civil law provided for in Article 3 of this Code, case law, and justice shall apply.

Article 7. State policies on civil relations

1. The establishment, performance and termination 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.

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

Chapter II

ESTABLISHMENT, EXERCISE AND PROTECTION OF CIVIL RIGHTS

Article 8. Bases for establishment of civil rights

Civil rights shall be established on the following bases:

1. Contracts;

2. Unilateral legal acts;

3. Decisions of courts or other competent state agencies as prescribed;

4. Outcomes of labor, production and business; or creation of subjects of intellectual property rights;

5. Possession of property;

6. Illegal use of assets or illegal gain therefrom;

7. Damage caused by an illegal act;

8. Performance of a task without authorization;

9. Other bases specified by law.

Article 9. Exercise of civil rights

1. Each person shall exercise his/her civil on his/her own will in accordance with Article 3 and Article 10 of this Code.

2. The non-exercise of civil rights does not constitute a basis for termination of those rights, unless otherwise prescribed by law.

Article 10. Limitations on exercise of civil rights

1. Each person may not abuse his/her own civil rights to cause damage to other persons or violate his/her own obligations or for other unlawful purposes.

2. If a person fails to comply with Clause 1 of this Article, a court or a competent agency shall, according to the nature and consequences of the violation, either protect part or the whole of his/her rights, compel him/her to given compensation and other sanctions as prescribed by law.

Article 11. Methods for protecting civil rights

If a person has his/her civil rights violated, he/she may protect them himself/herself as prescribed in this Code, other relevant laws or request competent authorities to:

1. Recognize, respect, protect and guarantee of his/her civil rights;

2. Order the termination of the act of violation;

3. Order a public apology and/or rectification;

4. Order the performance of civil obligations;

5. Order compensation for damage;

6. Cancellation of isolated unlawful decision of competent agencies, organizations or persons;

7. Other requirements specified by law.

Article 12. Self-protection of civil rights

The self-protection of a particular civil right must conform to the nature and severity of the violation against such civil right and be not contrary to basic principles of civil law prescribed in Article 3 of this Code.

Article 13. Compensation for damage

Each person has his/her civil rights violated shall be eligible for total damage, unless otherwise agreed by parties or unless otherwise prescribed by law.

Article 14. Protection of civil rights by competent authorities

1. Each court and a competent authority must respect and protect civil rights of persons.

If a particular civil right is violated or is under a dispute, the protection of such right shall be implemented as prescribed in procedural law at the court or arbitrator.

The protection of civil rights under administrative procedures shall be implemented as prescribed by law. A decision on settlement of case/matter under administrative procedures may be re-examined at a court.

2. Each court may not refuse to settle a civil matter or case with the season that there is no provision of law to apply; in this case, regulations in Article 5 and Article 6 of this Code shall apply.

Article 15. Cancellation of isolated unlawful decisions of competent agencies, organizations or persons

A court or a competent authority is entitled to cancel an isolated decision of another competent agency, organization or person, upon a request for protection of civil rights.

If the isolated decision is cancelled, the civil right against which the decision violates shall be restored and protected by the methods prescribed in Article 11 of this Code.

Chapter III

NATURAL PERSONS

Section 1. LEGAL PERSONALITY AND LEGAL CAPACITY OF NATURAL PERSONS

Article 16. Legal personality of natural persons

1. The legal personality of a natural person is his/her capability to have civil rights and civil obligations.

2. All individuals shall have the same legal personality.

3. The legal personality of a natural person commences at birth and terminates at death.

Article 17. Contents of the legal personality of a natural person

1. Personal rights not associated with property, and personal rights associated with 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 18. No restrictions on the legal personality of natural persons

The legal personality of a natural person shall not be restricted, unless otherwise provided for by law.

Article 19. Legal capacity of natural persons

The legal capacity of a natural person is his/her capability to establish and exercise civil rights and perform civil obligations through his/her acts.

Article 20. Adults

1. Adults are persons who are eighteen years of age or older.

2. Each adult shall have full legal capacity, except for the cases prescribed in Articles 22, 23 and 24 of this Code.

Article 21. Minors

1. Minors are persons who are under eighteen years of age.

2. Civil transactions of each child under six years of age shall be established and performed by his/her legal representative.

3. Each person who is from six to under eighteen years of age must have the consent of his/her legal representative to enter in and perform civil transactions, except for civil transactions which are performed for the purpose of meeting the needs of daily life suitable for the age group.

4. Each person who is from fifteen to under eighteen years of age is entitled to enter in and perform civil transactions by himself/herself, except for civil transactions related to real estate, movables required registration and other civil transactions as prescribed by law that are subject to the consent of his/her legal representative.

Article 22. Lack of legal capacity

1. A court shall, based on the opinion of forensic-psychiatric examination by any authorized organization and at the request of a person with related rights or interests or a relevant agency or organization, issue a decision to declare a legally incapacitated person who as a result of his/her mental or other illnesses cannot realize or conduct his/her actions.

Where the basis on which a person has been declared incapacitated no longer exists, the court shall, at the request of such person or any person with related rights or interests, issue a decision to revoke the decision declaring the incapacitated person.

2. All civil transactions of a legally incapacitated person shall be established and performed by his/her legal representative.

Article 23. Persons with limited cognition or behavior control

1. A court shall, based on the opinion of forensic-psychiatric examination by any authorized organization and at the request of a person with related rights or interests or a relevant agency or organization, issue a decision to declare an adult with limited cognition or behavior control due to his/her physical or spiritual condition, and appoint a legal guardian and define rights and obligations of such guardian.

2. Where the basis on which a person has been declared limited cognition or behavior control no longer exists, the court shall, at the request of such person or any person with related rights or interests, issue a decision to revoke the decision declaring the person with limited cognition or behavior control.

Article 24. Persons with limited legal capacity

1. A court shall, at the request of a person with related rights or interests or a relevant agency or organization, issue a decision to declare a person with limited legal capacity after excessive drug consumption or other psychotropic substances, worsening material situation of the family.

The court shall appoint a legal representative of the person with limited legal capacity and the representation scope.

2. All civil transactions related to the property of a person with limited legal capacity declared by a court must obtain the consent of his/her legal representative, except for transactions to meet the needs of daily life.

3. Where the basis on which a person has been declared limited capacity of exercise no longer exists, the court shall, at the request of such person or any person with related rights or interests, issue a decision to revoke the decision declaring the incapacitated person.

Section 2. PERSONAL RIGHTS

Article 25. Personal rights

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

2. All civil relations relating to personal rights of a minor, a legally incapacitated persons, or a person with limited cognition or behavior control shall be established and performed with the consent of his/her legal representative as prescribed in this Code, other relevant laws or decisions of a court.

All civil relations relating to personal rights of a person declared missing or dead shall be established and performed with the consent of his/her spouse or adult children; or his/her parents if he/she has no spouse or child, unless otherwise provided for by this Code or other relevant laws.

Article 26. Right to have family and given names

1. Each natural person has right to have a family name and a given name (including a middle name, if any). The family and given names of a person shall be the family and given names in the birth certificate of such person.

2. The family name of a person shall be passed from his/her biological father's or mother’s as mutually agreed between the parents; if the parents fails to agree, the person’s family name shall be determined according to customary practices. If the father of such person is undetermined, his/her family name shall be passed from his/her natural mother’s.

If an abandoned child whose natural parents are unidentified is adopted, his/her family name shall be passed from his/her adoptive father’s or mother’s as mutually agreed between the parents. If the child has either an adoptive father or an adoptive mother, his/her family name shall be passed from such person’s.

If an abandoned child whose natural parents are unidentified and he/she has not been adopted but has been fostered by a foster establishment or a , his/her family name shall be determined at the request of the head of such foster family or at the request of the person registering the birth of the child.

Biological father and mother specified in this Code means a father and mother determined at the event of parturition; intended father and mother and the resulting child as prescribed in the Law on marriage and families.

3. The naming is restricted in case it violates lawful rights and interests of other people and contravenes basic principles of civil law prescribed in Article 3 of this Code.

The name of each Vietnamese citizen must be in Vietnamese or other ethnic minority languages of Vietnam and not include any figure or any symbol other than a letter.

4. Each natural person shall enter in and perform his/her civil rights and obligations following his/her family and given name.

5. A person may not use his/her code name or pen name to cause damage to the lawful rights and interests of other people.

Article 27. Right to change family names

1. An individual has the right to request a competent authority to recognize a change of a family name in any of the following cases:

a) Changing the family name of a natural child from biological father’s to biological mother's or vice versa;

b) Changing the family name of an adopted child from biological father’s or mother’s to adoptive father's or mother’s at the request of the adoptive parents;

c) If a person ceases to be an adopted child and such person or his/her biological father or mother request to reclaim the family name which is given by the biological father or mother;

d) Changing the family name of a person whose biological parents have been identified upon the request on that father or mother or such person;

dd) Changing the family name of a lost person who has discovered the origin of his/her bloodline;

e) Changing the family name of a person to his/her spouse’s in the marriage and family relations involving foreign elements in accordance with law of the country in which the foreign spouse is a citizen or retrieves his/her family name before the change;

g) Changing the family names of children upon the change of family names of their father’s or mother’s;

h) Other cases prescribed in by law on civil status affairs.

2. The changing of the family name of a person who is nine years of age or older shall be subject to the consent of such person.

3. The changing of a family name shall not change or terminate the civil rights and obligations which were established in the former family name.

Article 28. Right to change given names

1. An individual has the right to request a competent authority to recognize the change of a given name in any of the following cases:

a) Where it is so requested by the person who has a given name which causes confusion or has an adverse effect on his/her feelings or on his/her honor, legitimate rights and interests;

b) Where the adoptive father or mother of the person wishes to change the given name of their adopted child; of if a person ceases to be an adopted child and such person or his/her biological father or mother request to reclaim the given name which is given by the biological father or mother;

c) Changing the given name of a person whose biological parents have been identified upon the request on that father or mother or such person;

d) Changing the given name of a lost person who has discovered the origin of his/her bloodline;

dd) Change the given name of a person to his/her spouse’s in the marriage and family relations involving foreign elements in accordance with law of the country in which the foreign spouse is a citizen retrieves his/her family name before the change;

e) Changing of given name of a person whose gender identity is re-determined or a transgender person;

g) Other cases prescribed in by law on civil status affairs.

2. The changing of the given name of a person who is nine years of age or older shall be subject to the consent of such person.

3. The changing of a given name shall not change or terminate the civil rights and obligations which were established in the former given name.

Article 29. Right to indentify and re-identify ethnicity

1. Each individual has the right to identify and re-identify his/her ethnicity.

2. Each individual shall have his/her ethnicity identified at birth in accordance with the ethnicity of his/her biological father and mother. Where the biological father and mother belong to two different ethnic groups, the ethnicity of the child shall be passed from the father’s or mother’s as mutually agreed between the parents; if the parents fail to agree, the ethnicity of the child shall be identified in accordance with relevant customary practices; if the customary practices are different, the ethnicity of the child shall be identified in accordance with the customary practice of smaller ethnic minority.

If an abandoned child whose natural parents are unidentified is adopted, his/her ethnicity shall be passed from his/her adoptive father’s or mother’s as mutually agreed between the parents. If the child has either an adoptive father or an adoptive mother, his/her ethnicity shall be passed from such person’s.

If an abandoned child whose natural parents are unidentified and he/she has not been adopted but has been fostered by a foster establishment, his/her ethnicity shall be identified at the request of the head of such foster family or at the request of the person temporarily fostering the child at the time when the birth of the child is registered.

3. An individual has the right to request a competent authority to identify or re-identify the ethnicity in any of the following cases:

a) Re-identification of the ethnicity of the biological father or mother where they belong to two different ethnic groups;

b) Re-identification of the ethnicity of the biological father or mother where the adoptive child have their biological parents identified.

4. The re-identification of the ethnicity of a person who is from fifteen to eighteen years of age shall be subject to the consent of such person.

5. It is forbidden to abuse the ethnicity re-identification intended to profiteering or divisive, prejudicial to the unity of the ethnic groups of Vietnam.

Article 30. Right to declaration of birth and death

1. When an individual is born, he/she has the right to have his/her birth declared.

2. When an individual dies, he/she has the right to have his/her death declared.

3. If a newborn dies after 24 hours or later from the time of birth, his/her birth and death must be declared; if he/she dies under 24 hours from the time of birth, his/her birth and death are not required to be declared, unless his/her biological father or mother request.

4. The declaration of birth and death shall be prescribed in by law on civil status affairs.

Article 31. Right to nationality

1. Each individual has the right to nationality.

2. The identification, change, acquirement, renouncement, or assume of Vietnamese nationality shall be stipulated in the Law on Vietnamese nationality.

3. Rights of each non-nationality resident within Vietnam’s territory shall be guaranteed as prescribed by law.

Article 32. Rights of an individual with respect to his/her image

1. Each individual has rights with respect to his/her own image.

The use of an image of an individual must have his/her consent.

When an image of an individual is used for commercial purposes, that person is eligible for a remuneration, unless otherwise agreed.

2. The use of image for any of the following purposes needs not the consent of the image’s owner or his/her legal representative:

a) For national and public benefits;

b) For public activities, including conventions, seminars, sports activities, art shows and other public activities that do not infringe the honor, dignity or prestige of the image’s owner.

3. If the use of an image violates the regulation prescribed in this Article, the image’s owner has the right to request a court to issue a decision that compel the violator or relevant entities to revoke, destroy or terminate the use of the image, compensate for damage and adopt other measures as prescribed in law.

Article 33. Right to life, right to safety of life, health and body

1. Each individual has the right to life, the inviolable right to life and body, the right to health protection by law. No one shall be killed illegally.

2. When any person has a life threatening accident or illness, a person who discovers such situation must take such person or require suitable entities to a nearest health facility; the health facility must provide medical examination and treatment in accordance with law on medical examination and treatment.

3. The consent of a person is required for the anesthesia, surgery, amputation, transplant of his/her tissues or bodily organs; the application of new medical cures to that person; medical, pharmacy or scientific testing or any method of testing on a human body.

If the person is a minor, a legally incapacitated person, a person with limited cognition or behavior control or an unconscious patient, the consent of his/her father, mother, spouse, grown child or legal guardian is required; in cases where there is a threat to the life of the patient which cannot wait for the consent of the aforesaid persons, a decision of the head of the health facility is required.

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

a) The deceased person expressed consent prior to death;

b) In the absence of such consent, the consent of a parent, spouse, grown child or legal guardian of the deceased was obtained;

c) In necessary cases, pursuant to a decision of the head of the health facility or a competent authority as prescribed in law.

Article 34. Right to protection of honor, dignity and prestige

1. Honor, dignity and prestige of an individual is inviolable and protected by law.

2. Each individual has the right to request a court to reject any piece of information adversely affecting to his/her honor, dignity and/or prestige.

The honor, dignity and prestige of a deceased person shall be protected at the request of his/her spouse or grown children; or his/her parent if he/she has no spouse or child, unless otherwise prescribed by law.

3. If a piece of information adversely affecting to the honor, dignity and prestige of a person is posted on a mean of mass media, that piece of information shall be removed or rectified by that kind of mean. If that piece of information is kept by an agency, organization or individual, such entity is required to cancel it.

4. In case it is impossible to identify the person informing the information adversely affecting the honor, dignity and/or prestige of a person, the latter person has the right to request a court to declare that such piece of information is incorrect.

5. The person receiving the information adversely affected his/her honor, dignity and/or prestige both has the right to request rejection of such piece of information and has the right to require to informing person gives a public apology and rectification and compensation.

Article 35. Right to donate or receive human tissues and body organs and donate corpses

1. Each individual has the right to donate his/her tissues or body organs when he/she is alive or donate his/her tissues, body organs or corpse after his/her death for the purpose of medical treatment of other persons or medical, pharmacy or other scientific researches.

2. Each individual has the right to receive tissues and/or body organs of other persons for his/her medical treatment. Health facilities and juridical persons competent to scientific research have the right to receive human body organs and/or corpses for the purpose of medical treatment or medical, pharmacy or other scientific researches.

3. The donation or removal of human tissues and body organs and donation or removal of corpses must comply with statutory requirements and regulations of this Code, the Law on donation, removal and transplantation of human tissues and organs, and donation or removal of corpses and other relevant laws.

Article 36. Right to re-determine gender identity

1. An individual has the right to re-determine his/her gender identity.

The re-determination of the gender identity of a person is implemented where the gender of such person is subject to a congenital defect or has not yet been accurately formed and requires medical intervention in order to identify clearly the gender.

2. The re-determination of the gender identity of a person shall comply with regulations of law.

3. Each individual undergone re-determination of gender identity has the right and obligation to apply for change of civil status affairs as prescribed in law on civil status affairs and has the personal rights in conformity with the re-determined gender identity as prescribed in this Code and relevant laws.

Article 37. Sex reassignment

The sex reassignment shall comply with regulations of law. Each surged transgender has the right and obligation to apply for change of civil status affairs as prescribed in law on civil status affairs and has the personal rights in conformity with the transformed gender as prescribed in this Code and relevant laws.

Article 38. Right to private life, personal secrets and family secrets

1. The private life, personal secrets and family secrets of a person are inviolable and protected by law.

2. The collection, preservation, use and publication of information about the private life of an individual must have the consent of that person; the collection, preservation, use and publication of information about the secrets of family must have the consent of all family’s members, unless otherwise prescribed by law.

3. The safety of mails, telephones, telegrams, other forms of electronic information of an individual shall be ensured and kept confidential.

The opening, control and keeping of mails, telephones, telegrams, other forms of electronic information of an individual may only be conducted in cases provided by law.

4. Contracting parties of a contract may not disclose information about each other's private life, personal secrets or family secrets that they know during the establishment and performance of the contract, unless otherwise agreed.

Article 39. Personal rights in marriage and families

1. Each individual has the right to marry or divorce, the right to equality between husband and wife, the right to acknowledge father, mother or child, the right to adopt children and be adopted in marriage relation, parent-children relation and relations between family’s members.

All children, of the same parents, regardless of their parents’ marriage status, have the same rights and obligations to their parents.

2. Each individual exercises his/her personal rights in marriage and families as prescribed in this Code, the Law on marriage and families and relevant laws.

Section 3. PLACE OF RESIDENCE

Article 40. Place of residence of individuals

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

2. In cases where it is impossible to determine 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 is currently living.

3. If a party, in a particular civil relation, changes his/her place of residence in association with his/her exercise of right or fulfillment of obligation, he/she must notify the other of the new place of residence.

Article 41. 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 usually lives.

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

Article 42. 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 so agreed by the guardian or so provided for by law.

Article 43. Places of residence of husbands and wives

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

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

Article 44. Places of residence of military personnel

1. The place of residence of a military personnel member currently performing his/her military service is the place at which his/her military personnel's unit is stationed.

2. The place of residence of a/an army officer, regular member of military personnel, defense worker or official is the place at which his/her unit is stationed, except in cases where he/she has a place of residence as specified in Clause 1 Article 40 of this Code.

Article 45. 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, unless he/she has a place of residence specified in Clause 1 Article 40 of this Code.

Section 4. GUARDIANSHIP

Article 46. Guardianship

1. Guardianship means 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 legally incapacitated person or a person with limited cognition and behavior control (hereinafter referred to as a ward).

2. When a person with limited cognition and behavior control is capable of expressing his/her will anytime when he/she requests the guardianship, his/her consent is required.

3. The guardianship must be registered at a competent authority as prescribed in law on civil status affairs.

Natural guardians must fulfill their obligations regardless of their registration of guardianship.

Article 47. Wards

1. Wards include:

a) Minors who have lost their mothers and fathers, or whose parents are unidentifiable;

b) Minors whose parents are both incapacitated persons; parents have limited cognition or behavior control; parents have limited capacity of exercise; parents have their parental rights restricted by a court; and parents do not have the means to care for or educate such minor and the parents request the minor to be a ward;

c) Incapacitated persons;

d) Persons with limited cognition or behavior control.

2. A person may only be a ward of one guardian, except where the guardians are parents in charge of one child or grandparents in charge of one grandchild.

Article 48. Guardians

1. Each natural person or juridical person who meets all requirements prescribed in this Code is entitled to be a guardian.

2. If a person with full legal capacity chooses a guardian for him/her, such guardian shall be selected if the person needs the guardianship with the consent of the ward. The selection of guardian must be made in writing and notarized or certified.

3. Each natural or juridical person may be a guardian of multiple persons.

Article 49. Requirements for natural persons to be guardians

Each natural person who meets all of the following requirements may act as a guardian:

1. Having full legal capacity;

2. Having good ethics and necessary means to exercise rights and fulfill obligations of a guardian;

3. Not being a person facing a criminal prosecution or a person who has been convicted but his/her criminal record has been not expunged for a deliberate crime of violation of life, health, honor, dignity or property of another person;

4. Not being a person having parental rights to minor child restricted by a court.

Article 50. Requirements for juridical persons to be guardians

Each juridical person who meets all of the following requirements may act as a guardian:

1. Having civil legal personality in conformity with the guardianship;

2. Having necessary means to exercise rights and fulfill obligations of a guardian.

Article 51. Supervision of guardianship

1. The relatives of a ward shall have the responsibility to appoint a representative to supervise the guardianship in among the relatives or appoint another natural or juridical person to act as a guardianship supervisor.

The appointment of guardianship supervisor must have the consent of such person.

If the supervision relates to management of property of the ward, the supervisor must register it at the People’s Committee of commune where the ward resides.

Relatives of a ward means his/her spouse, parents and children; if there is no such person, relatives of the ward means his/her grandparents and biological siblings; if there is also no such person, relatives of the ward means his/her biological uncles and aunts.

2. If there is no relative of a ward or the relatives fails to appoint a guardianship supervisor as prescribed in Clause 1 of this Article, the People’s Committees of commune where the guardian resides shall appoint a natural or juridical person to supervise the guardianship. If there is a dispute over the appointment of guardianship supervisor, it shall be subject to a court's decision.

3. Each supervisor being natural person must have full legal capacity, each supervisor being juridical person must have legal personality in conformity with the supervision; the supervisor must have necessary means to conduct the supervision.

4. Each guardianship supervisor has the following rights and obligations:

a) Monitory and inspect the guardian in the guardianship;

b) Examine and offer opinions in writing in terms of establishment and performance of civil transactions prescribed in Article 59 of this Code.

c) Request a regulatory agency in charge of guardianship to change or terminate the guardianship or supervision of guardianship.

Article 52. Natural guardians of minors

A natural guardian of a minor prescribed in Points a and b Clause 1 Article 47 of this Code shall be determined as follows:

1. The eldest brother or sister shall be the guardian of the ward; if the eldest brother or sister fails to satisfy all requirements for acting as a guardian, the next eldest brother or sister shall be the guardian, unless otherwise agreed that another biological brother or sister shall be the guardian;

2. If there is no guardian prescribed in Clause 1 of this Article, the paternal grandfather, grandmother or the maternal grandfather, grandmother shall be the guardian; or those persons shall agree to appoint a person or some persons to be guardian(s);

3. If there is no guardian prescribed in Clause 1 and Clause 2 of this Article, a biological uncle or aunt of the ward shall be the guardian.

Article 53. Natural guardians of incapacitated persons

If there is no guardian prescribed in Clause 2 Article 48 of this Code, the natural guardian of a legally incapacitated person shall be determined as follows:

1. If a wife is a legally incapacitated person, her husband shall be the guardian; if a husband is a legally incapacitated person, her wife shall be the guardian;

2. If both parents are incapacitated persons or either of them is a legally incapacitated person and the other does not fully meet 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. If an adult being a legally incapacitated person has no spouse or child or such person has spouse or children but they do not fully meet the requirements to be a guardian, his/her father and/or mother shall be the guardian.

Article 54. Appointment of guardians

1. If a minor or a legally incapacitated person has no guardian as prescribed in Article 52 and 53 of this Code, the People’s Committee of commune where such person resides must appoint a guardian for the ward.

If there is a dispute between guardians prescribed in Article 52 and Article 53 of this Code in terms of guardians or appointment of guardians, a court shall appoint the guardian.

The expectation of a minor aged 6 years or older in terms of his/her guardian must be considered.

2. The appointment of a guardian must have the consent of such person.

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

4. Apart from the cases prescribed in Clause 2 Article 48 of this Code, the guardian of a person with limited cognition and behavior control shall be appointed among the guardians prescribed in Article 53 of this Code by a court. If there is no such person, the court shall appoint another natural or juridical person to be a guardian.

Article 55. Obligations of guardians with regard to wards under fifteen years of age

1. Take care of and educate the ward.

2. Represent the ward in civil transactions, except where it is provided for by law that wards under fifteen years of age can enter in and perform civil transactions by themselves.

3. Manage the property of the ward.

4. Protect legitimate rights and interests of the ward.

Article 56. Obligations of guardians with regard to wards from fifteen to eighteen years of age

1. Represent the ward in civil transactions, except where it is provided for by law that wards from fifteen to eighteen years of age can enter in and perform civil transactions by themselves.

2. Manage the property of the ward, unless otherwise prescribed by law.

3. Protect legitimate rights and interests of the ward.

Article 57. Obligations of guardians with regard to incapacitated persons or person with limited cognition and behavior control

1. The guardian of a legally incapacitated person shall have the following obligations:

a) Take care of and ensure the treatment of illness of the ward;

b) Represent the ward in civil transactions;

c) Manage the property of the ward;

d) Protect legitimate rights and interests of the ward.

2. The guardian of a person with limited cognition and behavior control shall have obligations specified in the decision of a court according to the obligations prescribed in Clause 1 of this Article.

Article 58. Rights of guardians

1. The guardian of a minor or a legally incapacitated person shall have the following rights:

a) Use the property of the ward in order to take care of and pay for the needs of the ward;

b) Receive payment of all necessary expenditures on management of the property of the ward;

c) Represent the ward in the establishment and performance of civil transactions in order to protect legitimate rights and interests of the ward.

2. The guardian of a person with limited cognition and behavior control shall have rights specified in the decision of a court according to the rights prescribed in Clause 1 of this Article.

Article 59. Management of property of wards

1. The guardian of a minor or a legally incapacitated person must manage the property of his/her ward as if it were his/her own property.

The sale, exchange, lease, lending, pledge, mortgage, deposit and other transactions involving the property of the ward, which has a high value, must have the consent of the guardianship supervisor.

The guardian must not donate the property of his/her ward to other persons. Unless the transaction is undertaken for the interests of the ward and the guardianship supervisor consents to the transaction, all civil transactions between the guardian and his/her ward in connection with the latter's property shall be void.

2. The guardian of a person with limited cognition and behavior control shall manage the property of the ward specified in the decision of a court according to guardianship scope prescribed in Clause 1 of this Article.

Article 60. Replacement of guardians

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

a) The guardian no longer meets all of the requirements specified in Article 49 or 50 of this Code;

b) The guardian being a natural person dies or is declared by court limited cognition or behavior control, limited legal capacity, incapacitated, missing or the guardian being a juridical person cease to exist;

c) The guardian seriously violates a guardian's obligation;

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

2. In case of replacing a natural guardian, the persons defined in Article 52 and Article 53 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 54 of this Code.

3. The procedures for replacing a guardian shall comply with law on civil status affairs.

Article 61. Transfer of guardianship

1. Upon replacement of a guardian, the person who formally conducted the guardianship must transfer the guardianship to the new replacement within fifteen days as from the date the new guardian is found.

2. The transfer of guardianship must be made in writing, specifying the reason for the transfer and the status of the ward's property at the time of transfer. The agency which appointed the guardian and the guardianship supervisor shall witness the transfer of the guardianship.

3. With regard to replacement of guardian prescribed in Clause 1 Article 60 of this Code, the agency which 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 with the witness of the guardianship supervisor.

Article 62. Termination of guardianship

1. A guardianship shall be terminated in any of the following cases:

a) The ward attains full legal capacity;

b) The ward dies;

c) The ward's father and/or mother have/has fully met the conditions to exercise his/her rights or fulfill his/her obligations;

d) The ward has been adopted.

2. The procedures for termination of guardianship shall comply with law on civil status affairs.

Article 63. Consequences of the termination of guardianship

1. When a ward attains full legal capacity, the guardian shall settle the property with the ward and transfer all rights and obligations arising from civil transactions concluded by the guardian on behalf of that ward within 15 days from the date of termination of guardianship.

2. If a ward dies, the guardian must settle up the property with the ward's heirs or transfer the property to the estate administrator of the ward, or transfer all rights and obligations arising from the civil transactions on behalf of the ward within three months as from the date on which 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 where the ward resides.

3. With regard to termination of guardianship prescribed in Point c and Point d Clause 1 Article 62 of this Code, the guardian shall settle up the property and transfer all rights and obligations arising from the civil transactions on behalf of the ward to the ward’s parent within 15 days from the date of termination of guardianship.

4. The settlement of property and transfer of rights and obligations prescribed in this Article must be made in writing under supervision of the guardianship supervisor.

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

Article 64. 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 longer, any person with related rights or interests may request a 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 65 of this Code.

Article 65. Management of property of person absent from his/her place of residence

1. At the request of a person with related rights or interests, a 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) With respect to property of which the management has been authorized to person by the absent person, such person shall continue to manage the property;

b) With respect to joint property, the remaining co-owner(s) shall manage the property;

c) The property being currently managed by the spouse’s absent person shall continue to be managed by such spouse; if that spouse dies or that spouse is legally incapacitated, has limited cognition or behavior control or has limited legal capacity, his/her adult children or parents shall manage the property.

2. If there is no person defined in Clause 1 of this Article, a court shall appoint a person among the relatives of the absent person to manage his/her property; if the absent person does not have any relative, the court shall appoint another person to manage the property.

Article 66. Obligations of persons managing property of person absent from his/her place of residence

1. Keep and preserve the property of the absent persons as if it were his/her own property.

2. Sell immediately any property being crops or other products being in danger of decay;

3. Perform the absent persons' obligations to pay maintenance their dependents and/or pay due debts or financial obligations with such persons' property under the court's decisions.

4. Return the property to the absent persons upon their return and to notify a court thereof; or compensate for any damage caused during the course of management of the property due to his/her fault.

Article 67. Rights of persons managing property of person absent from his/her place of residence

1. Manage the property of the absent persons.

2. Deduct a portion from the property of the absent person in order to perform the obligations of such person to pay maintenance to his/her dependents, due debts or financial obligations.

3. Receive payment of all necessary expenditures on management of the property of the absent person.

Article 68. Declaration of person missing

1. When a person has disappeared for two consecutive years or longer 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, a court may, at the request of a person with related rights or interests, declare such person is missing.

The two-year time limit shall commence 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 commence from the first day of the month succeeding the month when the last information is received; if the date and month of the last information cannot be determined, this time limit shall commence from the first day of the year succeeding 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, a court shall grant the divorce as prescribed in law on marriage and family.

3. The decision on declaration of a missing person issued by a court must be sent to the People’s Committees of commune where the missing person last resides for record as prescribed in law on civil status affairs.

Article 69. Management of property of persons declared missing

The person currently managing the property of a person absent from his/her place of residence as provided for in Article 65 of this Code shall continue to manage the property of such person when he/she is declared missing by a court and such person shall have the rights and obligations specified in Article 66 and Article 67 of this Code.

If a court has granted divorce to the wife or the husband of the person who has been declared missing, the property of the missing person shall be handed over to the adult children or to the parents of the missing person for management. If there is no such person, the property shall be handed over to a relative of the missing person for management; if there is no relative, the court shall appoint another person to manage the property.

Article 70. Annulment of decision declaring person missing

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

2. A person who has been declared missing shall, upon his/her return, be permitted to receive his/her property back from the person managing the property after paying the management expenses.

3. If the wife or the husband of a person who has been declared missing has been granted a divorce, the decision granting the divorce shall retain legal effect notwithstanding the return of the person who has been declared missing or the reliable information that such person is still alive.

4. The decision on annulment of a decision declaring a person missing issued by a court must be sent to the People’s Committees of commune where the missing person resides for record as prescribed in law on civil status affairs.

Article 71. Declaration of person dead

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

a) After three years from the effective date of a court's decision declaring a person missing, there is still no reliable information that such person is alive;

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

c) The person met with an accident, catastrophe or a natural disaster and there is still no reliable information that such person is alive for two years from the end of such accident, catastrophe or natural disaster, unless otherwise provided for by law;

d) The person has been missing for five consecutive years or longer and there is no reliable information that such person is still alive; this time limit shall be calculated in accordance with Clause 1 Article 68 of this Code.

2. A court shall, according to the cases specified in Clause 1 of this Article, determine the date of death of a person declared dead.

3. The decision on declaration of a dead person issued by a court must be sent to the People’s Committees of commune where the dead person resides for record as prescribed in law on civil status affairs.

Article 72. Personal relations and property relations of persons declared dead by courts

1. When a decision of a 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 in the same manner as if the person were dead.

2. The property relations of a person who is declared dead by a Court shall be resolved in the same manners as if such person were dead; the property of such person shall be dealt with in accordance with the law on inheritance.

Article 73. Annulment of decision declaring person dead

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

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

a) If 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 68 of this Code, the decision granting the divorce shall remain legally effective;

b) If the wife or the husband of the person who has been declared dead has married to 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 claim his/her property from the persons who received that his/her inheritance and/or the value of the remaining property.

If the heir of a person whom a court has declared dead is aware that such person is still alive, but intentionally conceals such information for the purpose of enjoying the inheritance, he/she must return all of the property received, including any benefits and income derived; if any damage has been caused, he/she must also pay compensation therefor.

4. Property relations between spouses shall be dealt with in accordance with this Code and the Law on marriage and families.

5. The decision on annulment of a decision declaring a person dead issued by a court must be sent to the People’s Committees of commune where the dead person resides for record as prescribed in law on civil status affairs.

Chapter IV

JURIDICAL PERSONS

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.

Chapter V

THE SOCIALIST REPUBLIC OF VIETNAM, CENTRAL AND LOCAL REGULATORY AGENCIES IN CIVIL RELATIONS

Article 97. The Socialist Republic of Vietnam, central and local regulatory agencies in civil relations

When the Socialist Republic of Vietnam or a central or local regulatory agency engages in a civil relation, it shall have the equality with other entities and bear civil responsibility as prescribed in Article 99 and 100 of this Code.

Article 98. Representatives in civil relations

The representation of the Socialist Republic of Vietnam or a central or local regulatory agency engaging in civil relations shall comply with regulations of law in terms of functions, tasks, powers and organizational structure of regulatory agencies. The representation by other natural or juridical persons may only permitted in the cases and procedures prescribed by law.

Article 99. Liability for civil obligations

1. The Socialist Republic of Vietnam, central and local regulatory agencies shall bear liability for their civil obligations by recourse to the property whose ownership for which they represent and take centralized management, other than the case that the property is transferred to the juridical person prescribed in Clause 2 of this Article.

2. The juridical persons established by the Socialist Republic of Vietnam, or a central or local regulatory agency shall not bear liability for civil obligations of the Socialist Republic of Vietnam, or such central or local regulatory agency.

3. The Socialist Republic of Vietnam, a central or local regulatory agency shall not bear liability for civil obligations of the juridical persons established themselves, including state-owned enterprises, unless the Socialist Republic of Vietnam or such central or local regulatory agency has acted as a guarantee for those juridical persons as prescribed by law.

4. A central or local regulatory agency shall not bear liability for civil obligations of the juridical persons of the Socialist Republic of Vietnam, or other central or local regulatory agencies, unless otherwise prescribed by law.

Article 100. Liability for civil obligations of the Socialist Republic of Vietnam, a central or local regulatory agency in civil relation in which a foreign state, natural or juridical person is a party

1. The Socialist Republic of Vietnam, a central or local regulatory agency shall bear liability for its civil obligations arising from the following cases with a foreign state, natural or juridical person is a party:

a) An international agreement to which the Socialist Republic of Vietnam is a signatory has regulations on waiving immunity;

b) An agreement on waiving immunity concluded by the parties in such civil relation;

c) The Socialist Republic of Vietnam, the central or local regulatory agency waives the immunity.

2. The liability for civil obligations of a foreign state, natural or juridical person with the Socialist Republic of Vietnam, Vietnamese central or local regulatory agencies, natural or juridical persons shall apply Clause 1 of this Article.

Chapter VI

HOUSEHOLDS, CO-OPERATIVE GROUPS AND OTHER NON-JURIDICAL PERSONS IN CIVIL RELATIONS

Article 101. Entities in civil relations with the participation of households, co-operative groups and other non-juridical persons

1. In case a household, co-operative group or another non-juridical person engages in a civil relation, the entities establishing or performing civil transactions for such household, co-operative group or the other organization shall be its member or a representative authorized. The authorization must be made in writing, unless otherwise agreed. If there is any change of representative, it is required to keep the other party informed about the change.

If a member of a household, co-operative group or another non-juridical person, without authorization from other members to act as a representative, engages in a civil relation, he/she shall be the entity of such civil relation.

2. The entities of civil relations with the participation of households using land shall be determined as prescribed in the Law on land.

Article 102. Common property of members of households, co-operative groups and other non-juridical persons

1. Common property of members of a household and their rights and obligations to such property shall be determined as prescribed in Article 212 of this Code.

2. Common property of members of a co-operative group and their rights and obligations to such property shall be determined as prescribed in Article 506 of this Code.

3. Common property of members of another non-juridical person and their rights and obligations to such property shall be determined as agreed, unless otherwise prescribed by law.

Article 103. Civil liability of members of households, co-operative groups and other non-juridical persons

1. Civil obligations arising from the engaging in civil relations by households, co-operative groups, other organizations as non-juridical person shall be fulfilled by recourse their common property.

2. If all members have no property or not enough property to fulfill their common obligations, the obligee may request those members to fulfill the obligations as prescribed in Article 288 of this Code.

3. If the members have no agreement, co-operative contract or not otherwise prescribed by law, they must bear the civil liability as prescribed in Clause 1 and Clause 2 of this Article in proportion to each member’s contribution, if it fails to determine particular proportions, each member shall have the same proportion.

Article 104. Consequences of civil transactions established and/or performed by unauthorized persons or by representatives beyond scope of representation

1. If an unauthorized member, on behalf of other members of a household, co-operative group or another non-juridical person, establish or perform a civil transaction, or a representative establish or perform a civil transaction beyond his/her scope of representation, the legal consequences of such transaction shall apply provisions of Articles 130, 142 and 143 of this Code.

2. If a civil transaction established and/or performed by an authorized member or by a representative beyond his/her scope of representation cause damage to other members of the household, co-operative group or the non-juridical persons or a third party, such person must compensate for the infringed person.

Chapter VII

PROPERTY

Article 105. Property

1. Property comprises objects, money, valuable papers and property rights.

2. Property includes immovable property and movable property. Immovable property and movable property may be existing property or off-plan property.

Article 106. Registration of property

1. Ownership and other rights to immovable property shall be registered in accordance with this Code and law on registration of property.

2. Ownership and other rights to movable property shall not be required to be registered, unless otherwise prescribed by law.

3. The registration of property must be public.

Article 107. Immovable property and movable property

1. Immovable property includes:

a) Land;

b) Houses and constructions attached to land;

c) Other property attached to land, houses and constructions;

d) Other property as prescribed by law.

2. Moveable property is property which is not immovable property.

Article 108. Existing property and off-plan property

1. Existing property means a property which is formed and to which an entity has established his/her ownership rights and other rights before or at the time of transaction establishment.

2. Off-plan property includes:

a) Non-formed property;

b) Formed property that the entity has established his/her ownership rights after the time of transaction establishment.

Article 109. Yield and income

1. Yield means natural products brought by property.

2. Income means a profit earned from the development of the property.

Article 110. Primary objects and auxiliary objects

1. A primary object is an independent object the utility of which can be exploited according to its functions.

2. An auxiliary object is an object which directly supports the exploitation of the utility of a primary object and which is part of the primary object but which may be separated from it.

3. Upon performance of an obligation to transfer a primary object, any auxiliary objects must also be transferred, unless otherwise agreed.

Article 111. Divisible objects and indivisible objects

1. A divisible object is an object which, after being divided, retains its original characteristics and usage.

2. An indivisible object is an object which, after being divided, is not able to retain its original characteristics and usage.

When an indivisible object needs to be divided, it must be valued in money for the purpose of division.

Article 112. Consumable objects and non-consumable objects

1. A consumable object is an object which, after being having been used once, loses or is not capable of retaining its original characteristics, appearance and usage.

A consumable object may not be the object of a lease contract or of a lending contract.

2. A non-consumable object is an object which, after being having been used many times, substantially retains its original characteristics, appearance and usage.

Article 113. Fungible objects and distinctive objects

1. Fungible objects are objects which have the same appearance, characteristics and usage and which can be determined by units of measurement.

Fungible objects of the same quality may be interchangeable.

2. A distinctive object is an object which is distinguishable from other objects by its own characteristics regarding markings, appearance, color, material, nature or position.

An obligation to transfer a distinctive object is only able to fulfill by transferring that particular distinctive object.

Article 114. Integrated objects

An integrated object is an object comprised of components or parts which fit together and are connected with each other to make up a complete from whereby one of the parts or components is missing, or if there is a part or component which is not of the right specification or category, it is not able to be used or its utility value is decreased.

An obligation to transfer an integrated object must be fulfilled by transferring all parts or components thereof, unless otherwise agreed.

Article 115. Property rights

Property rights are rights which are able to be valued in money, including property rights to subjects of intellectual property rights, right to use land and other property rights.

Chapter VIII

CIVIL TRANSACTIONS

Article 116. Civil transactions

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

Article 117. Conditions for effective civil transactions

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

a) Participants in the transaction have legal personality and/or legal capacity in conformity with such transaction;

b) Participants in the transaction act entirely voluntarily;

c) The purpose and contents of the transaction are not contrary to the law and/or social ethics.

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

Article 118. Objectives of civil transactions

The objectives of a civil transaction are legitimate interests which the parties wish to achieve at the time when they enter into such transaction.

Article 119. Forms of civil transactions

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

Civil transactions by way of electronic means in form of data messages prescribed in law on electronic transactions shall be deemed to be written civil transactions.

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 120. Conditional civil transactions

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

2. In cases where the conditions which give rise to or terminate a civil transaction cannot occur due to the direct or indirect action of deliberate impeding of one party, such conditions shall be considered having occurred; if the direct or indirect efforts of one of the parties promotes deliberately promote the occurrence of conditions so as to give rise to or terminate the civil transaction, such conditions shall be deemed not to have occurred.

Article 121. 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) In accordance with the real intention of the parties at the time when the transaction was entered into;

b) In a manner consistent with the objective of the transaction;

c) In accordance with the customary practice of the place where the transaction was entered into.

2. The interpretation of civil contracts shall comply with the provisions of Article 404 of this Code and the interpretation of the contents of testaments shall comply with the provisions of Article 648 of this Code.

Article 122. Invalid civil transactions

Civil transactions which fail to satisfy any one of the conditions specified in Article 117 of this Code shall be invalid.

Article 123. Invalidity of civil transactions due to breach of legal prohibitions or contravention of social ethics

Civil transactions with objectives and contents which breach legal prohibitions or which contravene social ethics shall be invalid.

Legal prohibitions mean provisions of law which do not permit entities to perform certain acts.

Social ethics are common standards of conduct as between persons in social life, which are recognized and respected by the community.

Article 124. Invalidity of civil transactions due to falsification

1. If the parties falsely enter into a civil transaction for the purpose of concealing another transaction, the false transaction shall be invalid and the concealed transaction remains valid, unless it is also invalid under the provisions of this Code or relevant laws.

2. If the parties enter into a civil transaction falsely for the purpose of evading responsibilities to a third person, such transaction shall be invalid.

Article 125. Invalidity of civil transactions established and performed by minors or legally incapacitated persons or persons with limited cognition and behavior control or persons with limited legal capacity

1. When a civil transaction is established or performed by a minor, a legally incapacitated person, a person with limited cognition and behavior control, or a person with limited legal capacity, a 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 or with the consent of the representative of that person, except for the cases prescribed in Clause 2 of this Article.

2. A civil transaction of a person prescribed in Clause 1 of this Article shall not be invalid in any of the following cases:

a) The civil transaction of a child less than 6 years of age or a legally incapacitated person established for his/her daily needs;

b) The civil transaction only either arising rights or exempting from obligations for the minor, the legally incapacitated person, the person with limited cognition and behavior control, the person with limited legal capacity and their contracting parties;

c) The civil transaction of which validity is recognized by the person established such transaction that become an adult or restore his/her legal capacity.

Article 126. Invalidity of civil transactions due to misunderstanding

1. If there is a misunderstanding in a civil transaction that make a party or the parties fails to meet the objectives of the transaction establishment, the mistaken party shall have the right to request a court to declare such transaction invalid, except for the case prescribed in Clause 2 of this Article.

2. A civil transaction having misunderstanding shall not be invalid if the parties may meet the objectives of the transaction establishment or the parties may correct the misunderstanding resulting in the achievement of the objectives of the transaction establishment.

Article 127. Invalidity of civil transactions due to deception, threat or compulsion

Any party entering into a civil transaction as a result of deception, threat or compulsion has the right to request a court to declare such transaction invalid.

Deception in a civil transaction means an intentional act of a party or a third person for the purpose of misleading the other party as to the subject, the nature of the entity or contents of the civil transaction which has caused the other party to enter into such transaction.

Threat or compulsion in a civil transaction means an intentional act of a party or a third person which compels the other party to conduct the civil transaction in order to avoid danger to the life, health, honor, reputation, dignity and/or property or that of its relatives.

Article 128. Invalidity of civil transactions established by person lacking in cognition and behavior control

A person who has legal capacity but has entered into a civil transaction at the time of he/she is lacking in cognition and behavior control shall have the right to request a court to declare such civil transaction invalid.

Article 129. Invalidity of civil transactions due to non-compliance with form

A civil transaction violating conditions for validity pertaining to form shall be invalid, except for any of the following cases:

1. If the form of a civil transaction, required to be established in writing, does not comply with regulations of law, but a party or the parties has/have fulfill at least two third of the obligations in the transaction, a court, at his/her/their request(s), shall issue a decision on recognition of the validity of such transaction.

2. If the form of a civil transaction, required to be established in writing, violates against regulations on notarizing or authorization, but a party or the parties has/have fulfill at least two third of the obligations in the transaction, a court, at his/her/their request(s), shall issue a decision on recognition of the validity of such transaction. In this case, the parties need not perform the notarizing or authorization.

Article 130. Partially invalid civil transactions

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

Article 131. Legal consequences of invalid civil transactions

1. An invalid civil transaction shall not give rise to, change or terminate any civil rights and obligations of the parties as from the time the transaction is entered into.

2. When a civil transaction is invalid, the parties shall restore everything to its original state and shall return to each other what they have received.

If the restitution is not able to make in kind, it may paid in money.

3. A bona fide person in receiving yield and/or income is not required to return such yield and/or income.

4. The party at fault which caused damage must compensate therefore.

5. The settlement of consequences of invalid civil transactions regarding personal rights shall be prescribed in this Code and relevant laws.

Article 132. Time limit for requesting court to declare civil transactions invalid

1. The time limit within which a request may be made to a court to declare a civil transaction invalid as specified in Articles 125 thru 129 of this Code shall be two years as from the date on which:

a) The representative of a minor, a legally incapacitated person, a person with limited cognition and behavior control or a person with limited legal capacity knows and should know the ward established and/or performed the transaction himself/herself.

b) The mistaken or cheated person in a transaction knows and should know that such transaction is established due to misunderstanding or cheating;

c) The person that threatened or compelled other persons in a transaction put an end to such acts;

d) The person lacking in cognition and behavior control establishes his/her transaction;

dd) The civil transaction is established in non-compliance with form.

2. After the time limit prescribed in Clause 1 of this Article, if there is still no request for declaring civil transaction invalid, such transaction still remains valid.

3. For civil transactions specified in Articles 123 and 124 of this Code, the time limit for requesting a court to declare such civil transactions invalid shall not be restricted.

Article 133. Protection of the interests of bona fide third parties with regard to invalid civil transactions

1. In cases where a civil transaction is invalid but the transacted property being a moveable property is not required to be registered and such property has already been transferred to a bona fide third party through another transaction, the transaction with the third party shall remain valid, except for the case specified in Article 167 of this Code.

2. In cases where a civil transaction is invalid but the transacted property is registered at a competent authority and such property has already been transferred to a bona fide third party through another transaction which is established according to that registration, such transaction shall remain valid.

In cases where the transacted property which is required to be registered has not registered at a competent authority, the transaction with the third party shall be invalid, except for cases the bona fide third party received such property through an auction or a transaction with an another party being the owner of such property pursuant to a judgment or decision of a competent authority but thereafter such person is not the owner of the property as a result of the judgment or decision being amended or annulled.

3. The owner of a property shall have no right to reclaim the property from the bona fide third party if the transaction with such party remains valid as prescribed in Clause 2 of this Article, but the owner may proceed against the party at fault to refund appropriate expenses and compensate for his/her damage.

Chapter IX

REPRESENTATION

Article 134. Representation

1. Representation means a person (hereinafter referred to as the representative) acting in the name and for the benefit of another person (hereinafter referred to as the principal) enters into and performs a civil transaction within the scope of representation.

2. Each natural or juridical person may enter into and/or perform civil transactions through a representative. A natural person may not allow another person to represent him/her; if the law provides for that they must personally enter into and perform such transaction.

3. The representative, if required by law, must have legal personality and/or legal capacity in accordance with the transactions that he/she enters into and performs.

Article 135. Basis for establishment of representation rights

Representation rights shall be established according to a power of attorney between a principal and a representative (hereinafter referred to as authorized representation); according to a decision of a competent authority, a charter of a juridical person or as prescribed by law (hereinafter referred to as legal representation).

Article 136. Legal representatives of natural persons

1. The father and/or mother with respect to a minor.

2. The guardian with respect to a ward. The guardian of a person with limited cognition and behavior control is a legal representative if appointed by a court.

3. The person appointed by a court in case where it is not able to determine the representative prescribed in Clause 1 and Clause 2 of this Article.

4. The person appointed by a court with respect to a person with limited legal capacity.

Article 137. Legal representatives of juridical persons

1. Legal representatives of juridical persons include:

a) The person appointed by the juridical person according to its charter;

b) The person competent to represent as prescribed by law;

c) The person appointed by a court during the proceedings at the court.

2. Each juridical person may have multiple legal representatives and each representative is entitled to represent the juridical person as prescribed in Articles 140 and 141 of this Code.

Article 138. Authorized representatives

1. Each natural or juridical person may authorize another natural or juridical person to enter into and perform a civil transaction.

2. Members of a household, co-operative group or a non-juridical person may agree to authorize another natural or juridical person to enter into and perform a civil transaction related to their common property.

3. A person aged from fifteen years to below eighteen years may be an authorized representative, except where the law provides for that the civil transaction must be entered into and performed by a person who has reached eighteen years of age.

Article 139. Legal consequences of representative acts

1. A civil transaction entered into and performed with a third person by a representative in accordance with his/her scope of authorization shall give rise to rights and obligations of the principal.

2. The representative is entitled to enter into and/or perform necessary acts to attain the objectives of the authorization.

3. In case where a representative still enters into or performs a civil transaction although he/she knew or should know the establishment of authorization due to misunderstanding, deception, threat or compulsion, such civil transaction shall not give rise to rights and obligations of the principal, except for the case that the principal knew or should know such misunderstanding, deception, threat or compulsion without any objection.

Article 140. Term of representation

1. The term of representation shall be determined according to a power of attorney, a decision of a competent authority, and a charter of a juridical person or as prescribed by law.

2. If it fails to determine the term of representation prescribed in Clause 1 of this Article, the term of representation shall be determined as follows:

a) If the representation right is determined according to a specific civil transaction, the time limit for representation shall be determined until the time of termination of such civil transaction;

b) If the representation right is not determined according to a specific civil transaction, the term of representation is 1 year, from the time of arising representation right.

3. The authorized representation shall terminate in any of the following cases:

a) Upon an agreement;

b) Upon expiry of the term of authorization;

c) Upon completion of the authorized tasks;

d) The principal or the representative unilaterally revokes the authorization;

dd) The principal or the representative being natural person dies; the principal or the representative being juridical person ceases to exist;

e) The representative does not meet the conditions prescribed in Clause 3 Article 134 of this Code;

g) Upon another basis that causes the failure of the representation.

4. The legal representation shall terminate in any of the following cases:

a) The principal being natural person becomes an adult or has his/her legal capacity restored;

b) The principal being person dies;

c) The principal being juridical person ceases to exist;

d) Upon another basis as prescribed in this Code and relevant laws.

Article 141. Scope of representation

1. Each representative may only enter into and/or perform civil transactions within his/her scope of representation according to any of the following bases:

a) The decision of the competent authority;

b) The charter of the juridical person;

c) Contents of authorization;

d) Other regulations as prescribed by law.

2. If it fails to determine the specific scope authorization prescribed in Clause 1 of this Article, the legal representative has the right to enter into and perform all civil transactions in the interests of the principal, unless otherwise prescribed by law.

3. A natural or juridical person may represent multiple natural or juridical persons but he/she/it may not, on behalf of the principal, enter into and perform a civil transaction with him/her/it or with a third party that he/she/it also acts as a representative therefor, unless otherwise prescribed by law.

4. The representative must inform the parties of the scope of his/her representation.

Article 142. Consequences of civil transactions entered into and performed by unauthorized persons

1. A civil transaction entered into and performed by an unauthorized person representative shall not give rise to rights and obligations of the principal, except for any of the following cases:

a) The principal recognizes the transaction;

b) The principal knows it without any objection within an appropriate time limit;

c) It is the principal's fault that the other party does not know or is not able to know that the person entering into and performing the civil transaction therewith was unauthorized.

2. If a civil transaction entered into and performed by an unauthorized person does not give rise to rights and obligations with respect to the principal, the unauthorized person must fulfill the obligations to the person with which he/she transacted, unless such person knew or should have known that the representative was unauthorized.

3. A person having transacted with an unauthorized person has the right to terminate unilaterally the performance of or to terminate the civil transaction entered into and to demand compensation for any damage, except where such person knew or should have known that the representative was unauthorized or the case prescribed in Point a Clause 1 of this Article.

4. If the unauthorized person and the other party in a civil transaction deliberately enter into and perform such transaction and thereby cause damage to the principal, they must jointly compensate for the damage.

Article 143. Consequences of civil transactions entered into and performed by representatives beyond scope of representation

1. A civil transaction entered into and performed by a representative beyond his or her scope of representation shall not give rise to rights and obligations of the principal with respect to that part of the transaction which exceeded the scope of representation, except for any of the following cases:

a) The principal gives consent;

b) The principal knows it without any objection within an appropriate time limit;

c) It is the principal's fault that the other party does not know or is not able to know that the person entering into and performing the civil transaction therewith was beyond his/her scope of representation.

2. If a civil transaction entered into and performed by a representative beyond his/her scope of representation does not give rise to rights and obligations of the principal with respect to that part of the transaction, the representative must fulfill the obligations owning to the person with which he/she transacted in respect of the part of transaction which is beyond the scope of representation, unless such person knew or should have known that the scope of representation was exceeded.

3. A person having transacted with such representative has the right to terminate unilaterally the performance of or to terminate the civil transaction with respect to that part which is beyond the scope of representation or with respect to the entire transaction and to demand compensation for any damage, except where such person knew or should have known that the scope of representation was exceeded or the case prescribed in Point a Clause 1 of this Article.

4. Where a person and a representative enter into and perform a civil transaction deliberately beyond the scope of representation of the representative and thereby cause damage to the principal, they shall be jointly liable to compensate for the damage.

Chapter X

TIME LIMITS AND PRESCRIPTIVE PERIODS

Section 1. TIME LIMITS

Article 144. Time limits

1. Time limit means a length of time calculated from one point of time to another point of time.

2. A time limit may be calculated by reference to minutes, hours, days, weeks, months or years, or by reference to the happening of an event.

Article 145. Methods for calculating time limits

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

2. A time limit shall be calculated according to the solar calendar, unless otherwise agreed.

Article 146. Detailed provisions on time limits and point of time for calculating time limits

1. Where the parties have agreed on a time limit which is one year, half of one year, one month, half of one month, one week, one day, one hour or one minute, but such length of time is not continuous, the time limit shall be calculated as follows:

a) One year shall be three hundred and sixty five (365) days;

b) Half of one year shall be six months;

c) One month shall be thirty (30) days;

d) Half of one month shall be fifteen (15) days;

dd) One week shall be seven days;

e) One day shall be twenty four (24) hours;

g) One hour shall be sixty (60) minutes;

h) One minute shall be sixty (60) seconds.

2. Where the parties have agreed on a point of time which is at the beginning of a month, the middle of a month or the end of a month, such point of time shall be determined as follows:

a) The beginning of a month shall be the first day of that month;

b) The middle of a month shall be the fifteenth day of that month;

c) The end of a month shall be the last day of that month.

3. Where the parties have agreed on a point of time which is at the beginning of the year, the middle of a year or the end of a year, such point of time shall be determined as follows:

a) The beginning of a year shall be the first day of January;

b) The middle of a year shall be the last day of June;

c) The end of a year shall be the last day of December.

Article 147. Commencement of time limits

1. Where a time limit is stated by reference to minutes or hours, it shall commence from a defined moment of time.

2. Where a time limit is stated by reference to days, weeks, months or years, the first day of the time limit shall not be taken into account and the time limit shall commence from the day following the defined date.

3. Where a time limit is stated by reference to the happening of an event, the date on which the event happens shall not be taken into account and the time limit shall commence from the day following the date on which the event happened.

Article 148. End of time limits

1. Where a time limit is stated by reference to days, the time limit shall end at the last moment of the last day of the time limit.

2. Where a time limit is stated by reference to weeks, the time limit shall end at the last moment of the corresponding day of the last week of the time limit.

3. Where a time limit is stated by reference to months, the time limit shall end at the last moment of 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. Where a time limit is stated by reference to years, the time limit shall end at the last moment of the corresponding day and month of the last year of the time limit.

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

6. The last moment of the last day of a time limit shall be precisely twelve o'clock midnight on that day.

Section 2. PRESCRIPTIVE PERIODS

Article 149. Prescriptive periods

1. Prescriptive period means a time limit provided by law where, upon its expiry, a legal consequence arises as prescribed by law.

The prescriptive periods shall apply as prescribed in this Code and relevant laws.

2. A court only applies provisions in terms of prescriptive periods at the request of a party or the parties provided that such request is filed before the first trial court of first instance gives a judgment and/or a decision on settlement.

The person benefiting from the application of the prescriptive period may refuse to apply such prescriptive period, unless such refusal is aimed at evading his/her obligations.

Article 150. Types of prescriptive periods

1. A prescriptive period for enjoying civil rights is the time limit where, upon its expiry, an entity enjoys civil rights.

2. A prescriptive period for a release from civil obligations is the time limit where, upon its expiry, a person with civil obligations is released from the fulfillment of those civil obligations.

3. A prescriptive period for initiating legal action is the time limit within which an entity has the right to initiate legal action to request a court to resolve a civil case to protect the infringed legal rights or interests of the entity. When such time limit expires, the right to initiate such legal action shall be lost.

4. A prescriptive period for requesting resolution of a civil case is the time limit within which an entity has the right to request a court to resolve a civil case in order to protect the legal rights and interests of natural persons, juridical persons, public interest and/or the interest of the State. When such time limit expires, the right to request shall be lost.

Article 151. Method for calculating prescriptive periods

A prescriptive period shall be calculated from the first moment of time of the first day and shall end at the last moment of time of the last day of the period.

Article 152. Effectiveness of prescriptive periods for enjoyment of civil rights and release from civil obligations

Where the law provides for that a subject may enjoy civil rights or be released from civil obligations by reference to a prescriptive period, the enjoyment of civil rights or the release from civil obligations shall take effect only upon expiry of the prescriptive period.

Article 153. Continuity of prescriptive periods for enjoyment of civil rights and release from civil obligations

1. The prescriptive period for enjoyment of civil rights or release from civil obligations shall continue uninterrupted from its beginning to its expiry. If there is an event causing an interruption, the prescriptive period shall recommence from the moment when the event causing the interruption ends.

2. The prescriptive period for enjoyment of civil rights or release from civil obligations shall be suspended upon occurrence of any of the following events:

a) A competent authority makes a resolution with respect to the civil rights and obligations which are the subject of the prescriptive period;

b) Civil rights or obligations which are the subject of a prescriptive period are disputed by a person with related rights or obligations and they are settled by an effective judgment or decision issued by a court.

3. The prescriptive period shall continue uninterrupted where the enjoyment of civil rights or the release from civil obligations or the right to initiate legal action is lawfully transferred to another person.

Article 154. Commencement of prescriptive periods for initiating legal action for civil cases and prescriptive periods for requesting resolution of civil cases

1. The commencement of the prescriptive period for initiating legal action for a civil case shall be calculated from the date on which the eligible person knows or should know that his/her legal rights or interests are infringed, unless otherwise provided by law.

2. The commencement of the prescriptive period for requesting resolution of a civil case shall be calculated from the date when the right to request arises, unless otherwise provided by law.

Article 155. Non-applicability of prescriptive periods

A prescriptive period for initiating legal action for a civil case shall not apply in any of the following cases:

1. Request for the protection of personal rights not associated with property;

2. Request for the protection of ownership rights, unless otherwise provided by this Code or relevant laws.

3. Dispute over land use right as prescribed in the Law on land;

4. Other cases as provided by law.

Article 156. Time periods excluded from prescriptive periods for initiating legal action for civil cases and from prescriptive periods for requesting resolution of civil cases

The time period during which one of the following events occurs shall be excluded from prescriptive periods for initiating legal action for civil cases and from prescriptive periods for requesting resolution of civil cases:

1. An event of force majeure or other objective hindrance which renders the person with the right to initiate legal action for a civil case or make the request not able to do so within the prescriptive period.

An event of force majeure is an event which occurs in an objective manner which is not able to be foreseen and which is not able to be remedied by all possible necessary and admissible measures being taken.

An objective hindrance is a hindrance which in an objective context results in a person with civil rights or obligations not knowing that his or her lawful rights and interests have been infringed or not being able to exercise his or her rights or fulfill his or her civil obligations;

2. The person with the right to initiate legal action for a civil case or to make the request is a minor or a legally incapacitated person, a person with limited cognition and behavior control or a person with limited legal capacity, and does not yet have a representative.

3. The representative of a minor or a legally incapacitated person, a person with limited cognition and behavior control or a person with limited legal capacity has not yet been replaced in any of the following cases:

a) The representative being natural person dies or the representative being juridical person ceases to exist;

b) The representative, for good reasons, cannot continue his/her representation.

Article 157. Re-commencement of prescriptive period for initiating legal action for civil cases

1. The prescriptive period for initiating legal action for a civil case shall re-commence in any of the following cases:

a) The obligor has acknowledged part or all of its obligations to the plaintiff;

b) The obligor has acknowledged or fulfilled part of its obligations to the plaintiff;

c) The parties have become reconciled.

2. The prescriptive period for initiating legal action for a civil case shall re-commence from the date following the date on which the event provided in clause 1 of this Article occurs.

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