Notarization and authentication are useful tools to help prevent risks and disputes as well as to protect the legitimate rights and interests of the parties when entering into contracts. However, provisions on notarization between countries may differ and that leads to misunderstandings for parties entering into a contract involving foreign elements. In this article, LSX legal firm would like to give you information regarding: “Notarization of contracts with foreign elements in Vietnam”
Legal grounds
- Law on Notarization 2014
- Civil Code 2015
Contracts involving foreign elements
The Civil Code of Vietnam defines a contract as an agreement between parties in relation to the establishment, modification, or termination of civil rights and obligations.
On the other hand, a civil contract involving a foreign element means a contract in which:
- At least one of the participating parties is a foreign natural person or juridical person.
- Participating parties are Vietnamese natural persons or juridical persons but the basis for the establishment, modification, or termination of such contract arose in a foreign country.
- The participating parties are Vietnamese natural persons or juridical persons but the subject matter of such civil contract is located in a foreign country.
Law applicable for contracts involving foreign elements
In Vietnam, the conflict of the laws over the form of a contract is resolved according to domestic law and the mutual judicial assistance agreement that Vietnam has signed with foreign countries.
Article 683 of the Civil Code 2015 stipulates applicable laws for contracts involving foreign elements as follows:
Article 683. Contracts
1. Contracting parties in a contract may agree to select the applied law for the contract, other than regulations of Clauses 4, 5, and 6 of this Article. In case the contracting parties fail to agree to the applied law, the law of the country with which such contract closely associates shall apply.
…
4. If the object of a contract is an immovable property, the law applied to transfer of its ownership rights and/or other property-related rights, lease of immovable property, or using the immovable property as the guarantee for the performance of obligations shall be the law of the country where the immovable property is located.
5. If the applied law selected by contracting parties in a labor contract or a consume contract affects adversely the minimum interests of employees or consumers as prescribed in the law of Vietnam, the law of Vietnam shall prevail.
6. Contracting parties in a contract may agree to change the applied law provided that such change does not affect adversely the lawful rights and interests of a third party before changing, otherwise agreed by the third party.
7. Form of a contract shall be determined in accordance with the law applied to such type of contract. In the case where the form of a contract does not comply with the form of the law applied to such contract but it complies with the form of the law of the country where the contract is entered into or the law of Vietnam, such form of contract shall be recognized in Vietnam.
Can you notarize contracts with foreign elements in Vietnam?
The law requires some types of contracts and transactions with notarization and certification. In case the parties do not perform notarization and authentication, the law will not consider such contracts valid.
Notarization means the written certification by a notary of a notarial practice organization of the authenticity and lawfulness of a contract or another civil transaction or of the accuracy, lawfulness, and conformity with social ethics of the Vietnamese or foreign-language translation of a paper or document which is prescribed by law or voluntarily requested by an individual or organization to be notarized.
Accordingly, notarization is a formal part of the contract (must be made in writing).
Thus, contracts to be notarized in Vietnam are contracts that the law of Vietnam requires notarization or voluntarily requested by an individual or organization to be notarized (including contracts with foreign elements). In other words, contracts performed with notarization in Vietnam mean contracts governed by Vietnamese law.
Contracts involving foreign elements governed by Vietnamese law
The term “law applied to such contract” in Clause 7 of Article 683 mentioned above governs the legal aspects of a contract including its content, form, conditions of validity, and other legal matters of the contract.
Regarding the form of contract, it must comply with the provisions of that type of contract (how the law governs the form of that contract). Thus, according to Clause 7, Article 683 of the Civil Code 2015, the form of a contract with foreign elements under Vietnamese law will be considered legal if the form of the contract is in accordance with the law applied to such contract.
For example, if the law of the United States applied to a contract, then that contract shall comply with the provision of US law on the formality. If the law of Vietnam applied to a contract, then the form of that contract shall comply with the provision of Vietnam law.
In conclusion, when Vietnam law applied to a contract, and that type of contract requires formality to be made in writing and notarized by Vietnamese law or voluntarily requested by an individual or organization to be notarized, notarization shall be performed.
On the other hand, if the contract does not comply with the form prescribed by law applied to such contract but complies with the form of the contract under the law of the place where the contract is entered into or complies with the form prescribed by the under Vietnamese law, such contract shall be recognized in Vietnam.
Some types of contracts that require notarization in Vietnam
- Housing purchase and sale contract except for purchase, sale, lease purchase of state-owned houses; purchase, sale, lease-purchase of social housing, housing for resettlement.
- Contracts for donation of houses and real estate except for organization of donation to houses of gratitude or charity houses.
- Contract for donation of land use rights and land-attached assets.
- Housing exchange contract.
- Contract for capital contribution by housing except for capital contribution in housing by an organization.
- Contract for capital contribution with land use rights, land use rights, and assets attached to land.
- Housing mortgage contract.
- Land use right mortgage contract.
- Commercial house sale and transfer contract.
- Land use right transfer contract.
- Property exchange contract.
- Will of a person with physical limitations or of an illiterate person.
- Oral Wills.
- Wills made in a foreign language.
- Documents of inheritance of houses, land use rights, land use rights, and properties attached to land.
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
- Represent to submit documents, receive results, and hand them over to customers.
With a team of experienced, reputable, and professional consultants, The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself; We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.
Contact LSX
This article contains information about “Notarization of contracts with foreign elements in Vietnam”. In recent years, we have supplied effective legal advice to businesses and individuals at reasonable prices and with efficient results. We always update and keep our operations and services in line with the law by adhering to legal principles. If you need any further information from the firm’s solicitors, please contact LSX Law firm: +84846175333 or Email: [email protected]
See more
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Frequently asked questions
Under the Law on Notarization 2014, the spoken and written language used in notarization is Vietnamese.
In case notarization requesters agree in writing, the notary can disclose information on the contents of notarized documents.
A notarized document is valid from the date a notary signs and appends the seal of his/her notarial practice organization to it.
Conclusion: So the above is Notarization of contracts with foreign elements in Vietnam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
