Chapter VII
REPRESENTATION
Article 139.- Representation
1. Representation is the act of a person (hereinafter referred to as the representative) to establish and perform a civil transaction in the name and interests of another person (hereinafter referred to as the represented person) within the scope of representation.
2. Individuals, legal persons or other subjects may establish and/or perform civil transactions through their representatives. Individuals must not allow other persons to represent them, if the law provides that they must establish and perform the transactions themselves.
3. Representation relations shall be established under law or under authorization.
4. The represented persons shall have rights and obligations arising from the civil transactions established by their representatives.
5. The representatives must have full civil act capacity, except for the cases specified in Clause 2, Article 143 of this Code.
Article 140.- Representation at law
Representation at law is the representation provided for by law or decided by a competent state agency.
Article 141.- Representatives at law
Representatives at law shall include:
1. Fathers and/or mothers with respect to children who are minors;
2. Guardians with respect to wards;
3. Persons appointed by the Court with respect to persons with a restricted capacity for civil acts;
4. Heads of legal persons as prescribed by the charters of the legal persons or decided by competent state agencies;
5. Heads of family households with respect to family households;
6. Heads of cooperative groups with respect to cooperative groups;
7. Other persons as specified by law.
Article 142.- Representation under authorization
1. Representation under authorization is the representation established under an authorization between the representative and the represented person.
2. Forms of authorization shall be agreed upon by the parties, except for cases where it is provided for by law that authorization must be made in writing.
Article 143.- Representatives under authorization
1. Individuals, representatives at law of legal persons may authorize other persons to establish and/or perform civil transactions.
2. Persons aged between full fifteen years and under eighteen years may be representatives under authorization, except for cases where it is provided for by law that civil transactions must be established and/or performed by persons aged full eighteen years or more.
Article 144.- Scope of representation
1. Representatives at law shall have the right to establish and perform all civil transactions in the interests of the represented persons, unless otherwise provided for by law.
2. The scope of representation under authorization shall be established in accordance with the authorization.
3. Representatives may only perform civil transactions within the scope of representation.
4. Representatives must inform the third party in civil transactions of the scope of their representation.
5. Representatives must not establish and/or perform civil transactions with themselves or with the third party whom they also represent, unless otherwise provided for by law.
Article 145.- Consequences of civil transactions established and/or performed by persons without the authority of representation
1. Civil transactions established and/or performed by persons without the authority of representation shall not give rise to rights and obligations of the represented persons, except in cases where the representatives or the represented persons give consent thereto. The persons who effected transactions with the persons having no authority of representation must notify such to the represented persons or their representatives in order to get their replies within the prescribed time limit; upon the expiry of such time limit, if no reply is given, such transactions shall not give rise to rights and/or obligations for the represented persons, but the persons having no authority of representation must still fulfill the obligations towards the persons with whom they have effected the transactions, except in cases where such persons knew or should have known about the unauthorized representation.
2. Persons who effected transactions with persons having no authority of representation shall be entitled to unilaterally terminate the performance of, or annul, the established civil transactions and to demand compensation for damage, except in cases where such persons knew or should have known about the unauthorized representation and still effected the transactions.
Article 146.- Consequences of civil transactions established and/or performed ultra vires by representatives
1. Civil transactions established and/or performed ultra vires by representatives shall not give rise to rights and/or obligations of the represented persons for the portions of transactions performed ultra vires, except in cases where the represented persons give consent thereto or know but do not oppose it; if consent is not given, the representatives shall have to fulfill the obligations towards the persons with whom they have effected the transactions for the portions of the civil transaction beyond the scope of their representation.
2. Persons who have effected transactions with such representatives shall have the right to unilaterally terminate the performance of, or annul, the portions of civil transaction performed ultra vires or the entire civil transactions and shall have the right to demand compensation for damage, except in cases where such persons knew or should have known that the authority of representation was usurped, and still effected the transactions.
3. In cases where the representatives and the persons involved in the transactions with the representatives intentionally establish and/or perform civil transactions ultra vires, thereby causing damage to the represented persons, the representatives and such persons shall be jointly liable for compensation.
Article 147.- Termination of representation of individuals
1. The representation at law of an individual shall terminate in the following cases:
a/ The represented person has attained adulthood or has had his/her civil act capacity restored;
b/ The represented person dies;
c/ Other cases specified by law.
2. The representation under authorization of individuals shall terminate in the following cases:
a/ The authorization time limit has expired or the authorized work has been completed;
b/ The authorizing persons revoke the authorization, or the authorized persons refuse the authorization;
c/ The authorizing persons or the authorized persons die, have been declared by the Court as having lost their civil act capacity, having their civil act capacity restricted, having been missing or dead.
Upon the termination of the authorized representation, the representatives must fulfill the property obligations towards the represented persons or the heirs of the represented persons.
Article 148.- Termination of representation of legal persons
1. The representation at law of legal persons shall terminate when such legal persons cease to exist.
2. The representation under authorization of legal persons shall terminate in the following cases:
a/ The authorization time limit has expired or the authorized work has been completed;
b/ The representatives at law of the legal persons revoke the authorization or the authorized persons refuse the authorization;
c/ The legal persons cease to exist or the authorized persons die, have been declared by the Court as having lost their civil act capacity, having their civil act capacity restricted, having been missing or dead.
Upon the termination of representation under authorization, the representatives must fulfill the property obligations towards the authorizing legal persons or inheriting legal persons.
Tìm kiếm
Thông tư 38/2015/TT-BTC do Bộ trưởng Bộ Tài chính ban hành (Bản Word)
