Juridicial persons are one special type of subjects in legal relations. Let’s find out about regulations on juridical persons with Lawyer X through the following situation: “Dear Lawyer! I want to ask what are condtions of organization to be be recognized as a juridical person in Vietnam? How many types of juridicial persons are there in Vietnam? Thanks for answering me!”
Legal grounds
- 2015 Vietnam Civil Code
What are juridical persons?
– An organization shall be recognized as a juridical person if it meets all of the following conditions:
- It is legally established as prescribed in Civil Code and relevant laws;
- It has an organizational structure prescribed in Article 83 of Civil Code;
- It has property independent from other natural and juridical persons and bears liability by recourse to its property;
- It participates independently in legal relations in its own name.
– Every natural or juridical person has the right to establish a juridical person, otherwise provided for by law.
What are commercial juridical persons?
– Commercial juridical person means a juridical person whose primary purpose is seeking profits and its profits shall be distributed to its members.
– Commercial juridical persons include enterprises and other business entities.
– The establishment, operation and termination of commercial juridical person shall comply with regulations of Civil Code, Law on enterprises and other relevant laws.
What are non-commercial juridical persons?
– 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.
– 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.
– The establishment, operation and termination of non-commercial juridical persons shall comply with regulations of Civil Code, laws on organizational structure of the state and other relevant laws.
Charters of juridical persons
– A juridical person must have a charter if it is required by law.
– A charter of a juridical person must contain the following primary contents:
- Name of juridical person;
- Purpose and scope of its operation;
- Head office; branches or representative offices (if any);
- Charter capital (if any);
- Legal representative;
- 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;
- Membership requirements, if the judicial person has members;
- Rights and obligations of the members, if the judicial person has members;
- Procedures for ratifying decisions of the judicial person; rules for internal settlement of disputes;
- Procedures for amending and supplementing the charter;
- Conditions for consolidation, acquisition, total division, partial division or dissolution the juridical person.
Regulations on names of judicial persons
- Each judicial person’s name must be in Vietnamese.
- 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.
- Each juridical person must use its own name in civil transactions.
- The name of a juridical person shall be recognized and protected by law.
Regulations on head offices of judicial persons
– 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.
– 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.
Nationality of judicial persons
Each juridical person established in accordance with Vietnamese law shall be a Vietnamese juridical person.
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 Civil Code or relevant laws.
Establishment and registration of juridical persons
- A juridical person may be established on the initiative of an individual or another juridical person, or under a decision of a regulatory agency.
- Registration of juridical person includes registration of establishment, modification to registration and other registration as prescribed by law.
- The registration of juridical person must be announced.
Organizational structure of juridical persons
- 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.
- Each juridical person may have other bodies as decided itself or as prescribed by law.
Branches and representative offices of juridical persons
- Mỗi chi nhánh và / hoặc văn phòng đại diện là một công ty liên kết không phải là một pháp nhân.
- Mỗi ngành thực hiện toàn bộ hoặc một phần chức năng của pháp nhân.
- – Văn phòng đại diện thực hiện các nhiệm vụ theo ủy quyền của mình phù hợp với phạm vi được ủy quyền và vì quyền lợi của pháp nhân.
- Việc thành lập, chấm dứt hoạt động chi nhánh, văn phòng đại diện của pháp nhân phải được đăng ký và công bố theo quy định của pháp luật.
- Người đứng đầu chi nhánh, văn phòng đại diện thực hiện các nhiệm vụ của mình theo ủy quyền của pháp nhân trong phạm vi được ủy quyền và trong thời hạn được ủy quyền.
- Pháp nhân có quyền, nghĩa vụ dân sự phát sinh từ giao dịch dân sự do văn phòng đại diện, chi nhánh của pháp nhân xác lập, thực hiện.
Legal personality of juridical persons
– 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 Civil Code or relevant laws.
– 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.
– Legal personality of a juridical person terminates from the time of termination of such juridical person.
Civil liability of juridical persons
– 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.
– 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.
– 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.
Termination of juridical persons
– A juridical person shall terminate in any of the following cases:
- Consolidation, acquisition, total division, conversion of legal, or dissolution prescribed in Articles 88, 89, 90, 92 and 93 of Civil Code;
- Declaration of bankruptcy in accordance with law on bankruptcy.
– 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.
– When a juridical person terminates, its property shall be resolved in accordance with Civil Code and relevant laws.
Please see more:
- Instructions for exclusive registration of company logos in Vietnam
- Service of changing the legal representative of Vietnamese enterprises
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Frequently asked questions
Yes! Every natural or juridical person has the right to establish a juridical person, otherwise provided for by law.
Commercial juridical person means a juridical person whose primary purpose is seeking profits and its profits shall be distributed to its members.
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.
Conclusion: So the above is Regulations on juridical persons under Vietnam Civil Code. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
