Civil Code

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CIVIL CODE
OF THE SOCIALIST REPUBLIC OF VIETNAM

(Unofficial Translation)

HANOI, 1996

Civil Code of Vietnam

Clifford Chance and Baker & McKenzie (i)

CONTENTS
PREAMBLE ………………………………………………………………
………………………………………………. ………………………….. 1
PART ONE GENERAL PROVISIONS ………………………………………………………………
……………………………. 2
Chapter I BASIC PRINCIPLES………………………………………………………………
……………………… … 2
Chapter II INDIVIDUALS ………………………………………………………………
………………………….. ……. 6
Section 1 CIVIL LEGAL CAPACI TY AND CAPACITY FOR CIVIL ACTS
OF AN INDIVIDUAL ………………………………………………………………
…………. 6
Section 2 PERSONAL RIGHTS………………………………………………………………
………….. 8
Section 3 PLACE OF RESIDENCE ………………………………………………………………
……. 14
Section 4 CIVIL STATUS ………………………………………………………………
…………………. 16
Section 5 GUARDIANSHIP ………………………………………………………………
………………. 19
Section 6 DECLARING [A PE RSON] MISSING AND DECLARATIONS
OF DEATH………………………………………………………………
………………………… 25
Chapter III JURIDICAL PERSONS………………………………………………………………
……………………. 29
Section 1 GENERAL PROVISIONS ON JURIDICAL PERSONS ……………………….. 29
Section 2 TYPES OF JURIDICAL PERSONS …………………………………………………….. 35
Chapter IV FAMILY HOUSEHOLDS AND CO-OPERATIVE GROUPS…………………………….. 37
Section 1 FAMILY HOUSEHOLDS………………………………………………………………
…… 37
Section 2 CO-OPERATIVE GROUPS………………………………………………………………
… 38
Chapter V CIVIL TRANSACTIONS………………………………………………………………
…………………. 41
Chapter VI REPRESENTATION ………………………………………………………………
……………………….. 46
Chapter VII TIME LIMITS ………………………………………………………………
…………………………. ……… 49
Chapter VIII STATUTE OF LIMITATIONS ………………………………………………………………
…………. 52
PART TWO PROPERTY AND OWNERSHIP RIGHTS ………………………………………………………………
…. 55
Chapter I GENERAL PROVISIONS ………………………………………………………………
……………….. 55
Chapter II TYPES OF PROPERTY ………………………………………………………………
…………………… 5 7
Chapter III THE CONTENTS OF OWNERSHIP RIGHTS ………………………………………………….. 59
Section 1 THE RIGHT TO POSSESSION…………………………………………………………… 59
Section 2 THE RIGHT TO USE ………………………………………………………………
…………. 62
Section 3 THE RIGHT TO DISPOSAL ………………………………………………………………
. 62
Chapter IV FORMS OF OWNERSHIP………………………………………………………………
……………….. 63
Section 1 THE PEOPLE’S OWNERSHIP ……………………………………………………………. 63
Section 2 OWNERSHIP BY POLITICAL ORGANISATIONS AND SOCIO- POLITICAL ORGANISATIONS ………………………………………………………… 66
Section 3 COLLECTIVE OWNERSHIP …………………………………………………………….. 66
Section 4 PRIVATE OWNERSHIP ………………………………………………………………
……. 67
Section 5 OWNERSHIP BY SOCIAL ORGANISATIONS AND SOCIO- PROFESSIONAL ORGANISATIONS ………………………………………………… 68
Section 6 COMBINED OWNERSHIP ………………………………………………………………
… 69
Section 7 COMMON OWNERSHIP ………………………………………………………………
…… 69
Chapter V ESTABLISHMENT AND TERMINATION OF OWNERSHIP RIGHTS…………….. 73
Section 1 ESTABLISHMENT OF OWNERSHIP RIGHTS ………………………………….. 73
Section 2 TERMINATION OF OWNERSHIP RIGHTS ………………………………………. 78
Chapter VI PROTECTION OF OWNERSHIP ………………………………………………………………
…….. 80
Chapter VII OTHER PROVISIONS REGARDING OWNERSHIP RIGHTS ………………………….. 80
PART THREE CIVIL OBLIGATIONS AND CIVIL CONTRACTS …………………………………………………… 86
Chapter I GENERAL PROVISIONS ………………………………………………………………
……………….. 86
Section 1 CIVIL OBLIGATIONS ………………………………………………………………
………. 86

Civil Code of Vietnam

Clifford Chance and Baker & McKenzie (ii)

Section 2 PERFORMANCE OF CIVIL OBLIGATIONS……………………………………… 87
Section 3 CIVIL LIABILITY………………………………………………………………
……………… 92
Section 4 TRANSFER OF THE RIGHT TO DEMAND AND TRANSFER OF OBLIGATIONS ………………………………………………………………
……………. 94
Section 5 SECURITY FOR THE PERFORMANCE OF CIVIL OBLIGATIONS ………………………………………………………………
…………………. 96
I. GENERAL PROVISIONS …………………………………………………….. 96
II. PLEDGE OF PROPERTY …………………………………………………….. .97
III. MORTGAGES OF PROPERTY ………………………………………….. .101
IV. EXECUTION DEPOSITS …………………………………………………… .106
V. SECURITY DEPOSITS………………………………………………………. .107
VI. ESCROW DEPOSITS ………………………………………………………… .107
VII. GUARANTEES ………………………………………………………………
… .107
VIII. PENALTIES FOR BREACH ………………………………………………. .110
Section 6 TERMINATION OF CIVIL OBLIGATIONS………………………………………
. 111
Section 7 CIVIL CONTRACTS ………………………………………………………………
………… 114
I. ENTERING INTO A CIVIL CONTRACT …………………………….. 114
II. PERFORMANCE OF CIVIL CONTRACTS ………………………….. 119
III. AMENDMENT AND TERMINATION OF CIVIL CONTRACTS ………………………………………………………………
……… 121
Chapter II GENERAL CIVIL CONTRACTS ………………………………………………………………
……. 122
Section 1 CONTRACTS FOR THE SALE AND PURCHASE OF PROPERTY ………………………………………………………………
………………………. 122
I. GENERAL PROVISIONS ON CONTRACTS FOR THE SALE AND PURCHASE OF PROPERTY …………………………….. 122
II. CONTRACTS FOR THE SALE AND
PURCHASE OF HOUSES …………………………………………………… 128
III. A NUMBER OF EXCLUSIVE PROVISIONS FOR
THE PURCHASE AND SALE OF PROPERTY ……………………. 131
Section 2 CONTRACTS FOR THE EXCHANGE OF PROPERTY……………………… 133
Section 3 CONTRACTS FOR GIFTS OF PROPERTY ……………………………………….. 134
Section 4 CONTRACTS FOR THE LOAN OF PROPERTY ……………………………….. 135
Section 5 CONTRACTS FOR THE LEASE OF PROPERTY ……………………………… 138
I. GENERAL PROVISIONS ON CONTRACTS FOR THE LEASE OF PROPERTY ……………………………………………………….. 138
II. CONTRACTS FOR THE LEASE OF HOUSES …………………….. 141
III. CONTRACTS FOR THE “THUE KHOAN”LEASE OF PROPERTY ………………………………………………………………
…………. 146
Section 6 CONTRACTS FOR THE BAILMENT OF PROPERTY [WITHOUT REWARD] ………………………………………………………………
…….. 149
Section 7 CONTRA CTS FOR SERVICES …………………………………………………………. 151
Section 8 TRANSPORT CONTRACTS ……………………………………………………………. 153
I. CONTRACTS FOR THE TRANSPORT OF PASSENGERS ………………………………………………………………
…….. 153
II. CONTRACTS FOR THE TRANSPORT OF PROPERTY ……… 156
Section 9 PROCE SSING CONTRACTS ……………………………………………………………. 160
Section 10 CONTRACTS FOR THE STORAGE OF PROPERTY ………………………… 163
Section 11 INSURANCE CONTRACTS ………………………………………………………………
166

Civil Code of Vietnam

Clifford Chance and Baker & McKenzie (iii)

Section 12 AUTHORIS ATION CONTRACTS …………………………………………………….. 170
Section 13 PROMISES OF REWARDS AND PRIZE COMPETITIONS ……………….. 173
Chapter III PERFORMANCE OF TA SKS WITHOUT AUTHORISATION ………………………… 174
Chapter IV OBLIGATION TO RETURN DUE TO POSSESSION [AND/OR] USE OF PROPERTY, [AND/OR] ENJOYMENT OF BENEFITS FROM PROPERTY
WITHOUT A LEGAL BASIS ………………………………………………………………
………… 176
Chapter V LIABILITY FOR COMPENSATION FOR NON-CONTRACTUAL DAMAGE [AND/OR INJURY]………………………………………………………………
……….. 177
Section 1 GENERAL PROVISIONS ………………………………………………………………
…. 177
Section 2 ASSESSMENT OF DAMAGE [AND/OR INJURY] ……………………………. 178
Section 3 COMPENSATION FOR DAMAGE [AND/OR INJURY] IN A NUMBER OF SPECIFIC CIRCUMSTANCES ……………………………………. 180
PART FOUR INHERITANCE ………………………………………………………………
…………………………………………. 186
Chapter I GENERAL PROVISIONS ………………………………………………………………
………………. 186
Chapter II INHERITANCE UNDER A WILL ………………………………………………………………
…… 190
Chapter III INHERITANCE AT LAW ………………………………………………………………
………………. 198
Chapter IV WINDING UP AND DISTRIBUTION OF ESTATES……………………………………….. 201
PART FIVE PROVISIONS ON THE TRANSFER OF LAND USE RIGHTS …………………………………. 204
Chapter I GENERAL PROVISIONS ………………………………………………………………
………………. 204
Chapter II CONTRACTS FOR THE EXCHANGE OF LAND USE RIGHTS……………………… 207
Chapter III CONTRACTS FOR ASSIGNMENT OF LAND USE RIGHTS………………………….. 209
Chapter IV CONTRACTS FOR THE LEASE OF LAND USE RIGHTS ……………………………… 211
Chapter V CONTRACTS FOR THE MORTGAGE OF LAND USE RIGHTS …………………….. 216
Chapter VI INHERITANCE OF LAND USE RIGHTS ……………………………………………………….. 219
PART SIX INTELLECTUAL PROPERTY RIGHTS AND
TECHNOLOGY TRANSFER ………………………………………………………………
…………………….. 221
Chapter I COPYRIGHT ………………………………………………………………
…………………………….. ….. 221
Section 1 GENERAL PROVISIONS ………………………………………………………………
…. 221
Section 2 RIGHTS OF AN AUTHOR [AND] RIGHTS OF THE OWNER OF A WORK ………………………………………………………………
………………………….. 224
Section 3 CONTRACTS FOR THE USE OF WORKS………………………………………… 231
Section 4 RIGHTS AND OBLIGATIONS OF PERFORMERS, ORGANISATIONS WHICH PRODUCE AUDIO TAPES AND
DISKS, VIDEO TAPES AND DISKS, AND RADIO AND
TELEVISION BROADCASTING ORGANISATIONS ……………………….. 233
Chapter II INDUSTRIAL PROPERTY RIGHTS ………………………………………………………………
. 235
Section 1 GENERAL PROVISIONS ………………………………………………………………
…. 235
Section 2 ESTABLISHMENT OF INDUSTRIAL PROPERTY RIGHTS …………….. 237
Section 3 OWNERS OF SUBJECTS OF INDUSTRIAL PROPERTY AUTHORS OF INVENTIONS, UTILITY SOLUTIONS AND
INDUSTRIAL DESIGNS ………………………………………………………………
…… 239
Section 4 LIMITATION IN USE OF INDUSTRIAL PROPERTY RIGHTS …………. 241
Section 5 PROTECTION OF I NDUSTRIAL PROPERTY RIGHTS…………………….. 242
Chapter III TECHNOLOGY TRANSFER………………………………………………………………
………….. 243
Section 1 GENERAL PROVISIONS ………………………………………………………………
…. 243
Section 2 TECHNOLOGY TR ANSFER CONTRACTS ……………………………………… 244
PART SEVEN CIVIL RELATIONS INVOLVING FOREIGN ELEMENTS ………………………… 250

Civil Code of Vietnam

Clifford Chance and Baker & McKenzie 1

PREAMBLE

Vietnamese civil law is a legal instrument which promotes civil interaction and creates a favourable
environment for the socio-economic development of the country.
Inheriting and developing Vietnamese civil laws from the past up to the present and elaborating on the
1992 Constitution, the Civil Code holds an important position in the legal system of the homeland, and
creates a legal basis for the purpose of continuing to liberate production capabilities, giving full play to
democracy and ensuring social fairness and human civil rights.
The Civil Code shall contribute to ensuring a stab le, wholesome communal life, and to preserving and
fostering the traditions of solidarity, mutual suppor t, good morals and customs and the people’s cultural
identity developed during the long history of buildi ng and protecting the Vietnamese Motherland, and to
contribute to the construction of a multi-sector commodity economy pursuant to the market-oriented
mechanism under the management of the State in accord ance with the socialist orientation, and fulfilling
the objectives of [having] a prosperous people, a strong nation and a fair and civilised society.

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Clifford Chance and Baker & McKenzie 2
PART ONE
GENERAL PROVISIONS
Chapter I
BASIC PRINCIPLES
Article 1. Objectives and Scope of Application of the Civil Code
The objectives of the Civil Code are to ensure the legal rights and interests of individuals and
organisations, the interests of the State and the intere sts of the public, to ensure legal safety and equality
in civil relations and to contribute to the creation of conditions for fulfilling the material and spiritual
needs of the people and to promote socio-economic development.
The Civil Code prescribes the legal position of indi viduals, juridical persons and other subjects and the
rights and obligations of subjects in relations i nvolving property [and] personal relations in civil
interaction, and establishes legal standards for the c onduct of the subjects participating in civil relations.
Article 2. The Principle of Respecting the Interes ts of the State, the Interests of the Public
and the Legal Rights and Interests of Other Persons
The establishment and exercise of civil rights and performance of civil obligations must not infringe
upon the interests of the State, the interests of the public [or] the legal rights and interests of other
persons.
Article 3. The Principle of Complying with the Law
Civil rights and obligations must be established and performed in accord ance with the bases, formalities
and procedures prescribed by th is Code and other legal documents
(1); where the law does not so
prescribe, the parties may undertake [and/or] agree on the establishment of civil rights and obligations,
but such [undertakings and/or agreements] shall not be contrary to the basic principles of this Code.
Article 4. The Principle of Respecting Good Morals and Traditions
The establishment and exercise of civil rights and th e performance of civil obligations must ensure the
preservation of ethnic identity and must respect a nd give full play to good customs, practices and
traditions, solidarity, mutual support, [the principle of] every individual for the community and the
community for the individual and the noble moral valu es of ethnic groups living together on Vietnamese
soil.
Favourable conditions shall be created for ethnic minoritie s in civil interaction in order to improve step
by step their material and spiritual life.
Assistance to elderly persons, young children and disa bled persons in the exercise of civil rights and
performance of civil obligations shall be encouraged.
Article 5. The Principle of Respecting and Protecting Personal Rights
Personal rights in civil relations as stipulated by la w shall be respected and shall be protected by law.
Article 6. The Principle of Respecting and Protecting Ownership Rights and Other Rights With Respect to Property
Ownership rights and other rights with respect to the property of subjects in the forms of ownership [as
provided in this Code] shall be respect ed and shall be protected by law.
The lawful exploitation of property in order to receive benefits shall be encouraged.

1. The original Vietnamese term is ” v¥n b¢n phŸp luºt” which is usually translat ed as “legal documents”, but
the Vietnamese term is used for docu ments which have legislative force (at whatever level) but does not
include contracts or other non- legislative legal documents.

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Clifford Chance and Baker & McKenzie 3
All persons have the obligation to respect and
protect property under the ownership of the People
(2).
Article 7. The Principle of Freedom and Voluntariness of Undertakings and Agreement
s
The right to freely undertake and make agreements for the establishment of civil rights and obligations in
accordance with the provisions of law is guaranteed by law.
In civil interaction, parties shall [act] entirely vol untarily and no party may force upon, prohibit, coerce,
threaten or hinder the other(s).
All legal undertakings and agreements have the effect of binding the parties to performance.
Article 8. The Principle of Equality
In civil relations, parties are all equal, [they] may not use differences regarding ethnicity, gender, social
status, economic circumstances, beliefs, religion, edu cational level and occupation as reasons to treat
each other unequally.
Article 9. The Principle of Goodwill and Honesty
In civil relations, the parties must [act] with goodwill and in honesty and shall not only be concerned
with and care about their own legal rights and interests, but must also respect and be concerned with the
interests of the State, the interests of the public a nd the legal rights and interests of other persons, and
shall assist and create conditions for each other to ex ercise civil rights and perform civil obligations; no
party shall deceive the other party; if a party claims that the other party(ies) is(are) dishonest, it must
have proof.
Article 10. The Principle of Bearing Civil Liability
The parties must strictly perform their own civ il obligations and be liable themselves for the non-
performance or the improper performance of the obligations; if a party does not perform voluntarily, it
may be forced to perform in accordance with the provisions of law.
Article 11. The Principle of Conciliation
In civil relations, conciliation between the parties in accordance with the provisions of law shall be
encouraged.
No one may use force or threaten to use force in the resolution of civil disputes.
Article 12. Protection of Civil Rights
1. All civil rights of individuals, juridical pers ons and other subjects shall be respected and
protected by law.
2. When the civil rights of a subject are violated, su ch subject shall have the right to request a court
or other competent State authority to:
a. Recognise the subject’s civil rights;
b. Order the termination of the act of violation;
c. Order a public apology [and/or] retraction;
d. Order the performance of civil obligations;
e
(3). Order compensation for damage; [and/or] f. Penalise the violation.
Article 13. The Basis for Establishing Civil Rights and Obligations
Civil rights and obligations may be established from:
1. Lawful civil transactions;
2. Decisions of a court or other competent State authority;

2. The Vietnamese term ” to¡n dÄn” may be translated as “the entire people” or “the People” in English.
3. Alphabetical designations from poi nts e to f have been changed to reflect the English alphabet.

Civil Code of Vietnam

Clifford Chance and Baker & McKenzie 4
3. Legal incidents which are stipulated by law;
4. The creation of intangible
(4) value which is the subject of in
tellectual property ownership rights;
5. The possession of property with a legal basis;
6. Causing damage through acts contrary to law;
7. The performance of works without authorisation;
8. The possession or use of property or gain of property without a legal basis; [and/or] 9. Other bases which are stipulated by law.
Article 14. The Principle of Applying Customary Practice and Analogous Law
In cases which the law does not provide for and fo r which the parties do not have an agreement,
customary practice or analogous provisions of law may be applied provided that such applications are
not contrary to the basic principles of this Code.
Article 15. Effectiveness of the Civil Code
1. The Civil Code shall apply to civil relations wh ich are established as from the date on which this
Code becomes effective.
The Civil Code shall also apply to civil relati ons which are established before the date on which
this Code becomes effective if the laws or re solutions of the National Assembly so provide.
2. The Civil Code shall apply throughout the entire territory of the Socialist Republic of Vietnam.
3. The Civil Code shall apply with respect to ci vil relations in Vietnam in which a Vietnamese
person residing overseas participates, with the ex ception of a number of civil relations which are
provided for separately by law.
4. The Civil Code shall also apply with respect to civil relations involving foreign elements, except
in circumstances where international treaties wh ich the Socialist Republic of Vietnam has signed
or to which it has acceded otherwise provide.

Chapter II
INDIVIDUALS Section 1
CIVIL LEGAL CAPACITY AND CAPACITY FOR CIVIL ACTS OF AN INDIVIDUAL
Article 16. The Civil Legal Capacity of an Individual
1. The civil legal capacity of an individual is an individual’s capability to have civil rights and civil
obligations.
2. All individuals have the same civil legal capacity.
3. The civil legal capacity of an individual exis ts as from the time when that person is born and
terminates when that person dies.
Article 17. The Content of the Civil Legal Capacity of an Individual
An individual shall have the following civil rights and obligations:
1. Personal rights not connected with property and personal rights connected with property;
2. Ownership rights, inheritance rights and other rights with respect to pr
operty; [and] 3 Rights to participate in civil relations and to have obligations arising out of such relations.
Article 18. No Restrictions on the Civil Legal Capacity of an Individual

4. The original Vietnamese term used here is “tinh thÈn” which may mean “spiritual” or “moral” in English (e.g.
“moral” vs. “economic” rights of authors), but in the context of this sentence, the intention of the drafters is
apparently something closer to “intangible”.

Civil Code of Vietnam

Clifford Chance and Baker & McKenzie 5
The civil legal capacity of an individual cannot be re
stricted, except in circumstances where the law so
provides.
Article 19. The Capacity for Civil Acts of an Individual
The capacity for civil acts of an individual shall be the capability of the individual to establish and
exercise civil rights and perform civil obligations through his/her acts.
Article 20. Adults and Minors
Persons who are a full eighteen years
(5) of age or older are adults. Persons who are not yet fully eighteen
years of age are minors.
Article 21. The Capacity for Civil Acts of an Adult
An adult shall have full capacity for civil acts, excep t in the circumstances stipulated in Article 24 and
Article 25 of this Code.
Article 22. The Capacity for Civil Acts of Minors Who a Full Six Years of Age or over but under a Full Eighteen Years of Age
Persons who are a full six years of age or over but under a full eighteen years of age, must have the
consent of a representative at law when undertaking ci vil transactions, except for civil transactions only
for the purpose of meeting the needs of daily life appropriate to such age group.
In circumstances where a person who is a full fifteen years of age or over but under a full eighteen years
of age has separate property sufficient to ensure the performance of obligations, such person can
establish and perform civil transactions him/he rself without requiring the consent of his/her
representative at law, except in circumst ances where the law otherwise provides.
Article 23. Persons Without the Capacity for Civil Acts
Children of less than a full six years of age do not have the capacity for civil acts. All civil transactions
by children of less than a full six years of age must be established and performed by their representative
at law.
Article 24. Loss of the Capacity for Civil Acts
1. If a person is incapable of being aware of or controlling his/her own acts due to mental illness or
other illnesses, a court may, upon the request of a person with related rights or interests, issue a
decision to declare [such a person] as having lost the capacity for civil acts based on the
conclusion of the competent examination organisation.
When there is no longer a basis for declaring a person as having lost the capacity for civil acts,
the court shall, at the request of such person him/ herself or at the request of a person with related
rights and interests, issue a decision to revoke the decision declaring the loss of capacity for civil
acts.
2. All civil transactions by a person who has lost the capacity for civil acts shall be established and
performed by his/her representative at law.
Article 25. Restrictions on the Capacity for Civil Acts
1. Persons addicted to narcotic s/drugs or addicted to other
(6) stimulants that leads to the
squandering of their family’s property may be decl ared by a decision of a court to be persons
with a restricted capacity for civil acts, upon th e request of a person with related rights and
interests or of the relevant agency or organisation.

5. “Full eighteen years” is calculated as from the date of birth.
6. The original Vietnamese term used here is ” khŸc”, which is “other” in Englis h. Although the drafters state
“other stimulants” it is assumed that the term includes sedatives, depr essants or other types of addictive
drugs or substances.

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Clifford Chance and Baker & McKenzie 6
2. The representatives at law of persons with a re
stricted capacity for civil acts and the scope of
such representation shall be determined by a cour t. All civil transactions in connection with the
property of a person with restricted capacity for civil acts must have the consent of his/her
representative at law, except small transac tions to service the needs of daily life.
3. When there is no longer a basis for declaring th at a person has restricted capacity for civil acts,
the court, at the request of such person him/hers elf or a person with related rights and interests,
or the relevant agency or organisation, shall issue a decision to revoke the decision declaring a
restriction of capacity for civil acts.

Section 2
PERSONAL RIGHTS
Article 26. Personal Rights
Personal rights stipulated in this Code shall be the civil rights personal to each individual, [they] may not
be transferred to other persons, except in ci rcumstances where the law otherwise provides.
No one may take advantage of his/her personal right s to infringe upon the interests of the State, the
interests of the public and the legal rights and interests of other persons.
All persons have the obligation to resp ect the personal rights of other persons.
Article 27. Protection of Personal Rights
When the personal rights of a person are infringe d upon, such person shall have the right to:
1. Demand the infringer or request a court to orde r the infringer to terminate the infringement or
issue a public apology or retraction;
2. Make a retraction him/herself in the mass media; [and] 3. Demand the infringer or request a court to order the infringer to compensate for material damage
and mental suffering
(7).
Article 28. Rights With Respect to Surnames and Given Names
1. Each individual shall have the right to have a surname and given name. The surname and given
name of a person shall be identified in accordance with the surname and given name in the birth
certificate of such person.
2. An individual establishes and exercises civil ri ghts and performs civil obligations in his/her own
surname and given name which have been recognised by the competent State authority.
3. The use of pseudonyms and assumed names sh all not cause damage to the legal rights and
interests of other persons.
Article 29. The Right to Change Surnames and Given Names
1. Individuals shall have the right to request the competent State authority to recognise the change
of surname and/or given name in the following circumstances:
a. In accordance with the request of a person who has a surname or given name the use of
which causes confusion or has an influen ce on the feelings of his/her own family,
honour [or] legal rights [or] interests;
b. In accordance with the request of an adop tive father or mother regarding the changing
of the surname or given name of an adopted child or when an adopted child ceases to be
an adopted child and such person or their biol ogical father or mother request to reclaim
the surname or given name which was given by the biological father or mother;

7. The Vietnamese term used here is ” thiÎt hŠi vË tinh thÈn” which is “spiritual damage” if translated literally.
However, the term “mental suffering” is more appropriate in the context of this paragraph.

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Clifford Chance and Baker & McKenzie 7
c. In accordance with the request of th
e father or mother or the child upon the
identification of the father [or] mother of the child;
d. To change the surname of a child from the surname of the father to the surname of the
mother and vice versa;
e
(8). To change the surname and given name of a person who was lost in his/her childhood
and who has discovered the origin of his/her own bloodline; [and] f. Other circumstances stipulated by law.
2. The changing of a surname or given name of a person who is a full nine years of age or older
must have the consent of such person.
3. The changing of a surname or given name shall not change or terminate the civil rights and obligations which may have been establishe d under the former surname or given name.
Article 30. The Right to Identification of Ethnicity
1. An individual upon his/her birth may have his/ her ethnicity identified in accordance with the
ethnicity of his/her mother and father. In circ umstances where the father and mother belong to
two different ethnicities, the ethnicity of the child shall be identified as the ethnicity of the father
or the ethnicity of the mother in accordance with customary practice or in accordance with the
agreement of the father and mother.
2. A person who has become an adult shall have th e right to request the competent State authority
to re-identify his ethnicity in the following circumstances:
a. In accordance with the ethnicity of the fath er or the mother, if the father and mother
belong to two different ethnicities; [and] b. In accordance with the ethnicity of the biological father [and/or] mother in
circumstances where the person is the adopted child of a person belonging to a different
ethnicity.
Article 31. The Right of an Individual With Respect to His/Her Picture
1. An individual has rights with respect to his/her own picture.
2. The use of a picture of an individual must have the consent of such person or the consent of the
relatives of such person if the person has died or has lost the capacity for civil acts, except in
circumstances where the law otherwise provides.
Article 32. The Right to Have Safety of Life, Health and Body Ensured
1. Individuals shall have the right to have the safety of life, health and body ensured.
2. No one may infringe upon the life, health [or] body of another person.
3. When a person is sick or has had an accident whereby his/her life is threatened, a person who
discovers it has the responsibility to deliver such person to a medical facility; State, collective
and private medical facilities may not refuse to provide treatment and must utilise all available
means and capabilities for the treatment.
4. The performance of new curative methods on th e body of a person and the anaesthetization,
surgery, removal, implantation and grafting of orga ns of the body must have the consent of such
person; the consent of the person’s father, mother , guardian or relatives must be obtained if the
person is a minor, has lost the capacity for civil acts or is an unconscious patient; a decision from
the person in charge of the curative facility must be obtained in circumstances where there is a

8. See footnote to Article 12(2e).

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Clifford Chance and Baker & McKenzie 8
threat to the life of a patient and the opinions of
the father, mother, guardian or relative of such
person cannot be awaited.
5. Post-mortem operations shall (
(9)) be performed if the deceased person has clearly expressed
his/her consent before his/her death; the consent of the father, mother, guardian or relative must
be obtained in circumstances where the deceased person has not expressed his/her intentions.
Post-mortem operations may also be performed upon the decision of the competent State
authority.
Article 33. The Right to Protection of Honour, Dignity and Reputation
1. An individual’s honour, dignity and reputation sha ll be respected and shall be protected by law.
2. No one may infringe on the honour, dign ity and reputation of another person.
Article 34. The Right to Personal Secrets
1. An individual’s right to personal secrets sha ll be respected and shall be protected by law.
2. The collection and publication of information and materials regarding the private life of an
individual must have the consent of that person or his/her relatives if that person has died or has
lost the capacity for civil acts, except in circumstances where the collection and publication of
information and materials are in accordance with the decision of the competent State authority
and which must be performed in accordance with the provisions of law.
3. No one, on their own accord, may open, seize or de stroy letters or telegrams, or listen in on the
telephone or commit other acts for the purpose of preventing or hindering the communication
lines of an individual.
The inspection of an individual’s letters or te legrams or the monitoring of his/her telephone may
be conducted only in circumstances which are stipul ated by law and there must be an order from
the competent State authority.
Article 35. The Right of Marriage
Marriage shall be built on the principle of one wife, one husband.
Males and females who fully meet the criteria for ma rriage in accordance with the provisions of the law
on marriage and family shall have the right to freel y marry, and no party may force or deceive another
party; no one may block a voluntary, progressive marriage or coerce another into marriage.
The freedom to marry between persons belonging to different ethnicities and religions, and between
persons who belong to a religion a nd persons who do not belong to a re ligion shall be respected and be
protected by law.
Article 36. The Right to Equality of Husband and Wife
Husbands and wives are equal to each other and have equal rights and obligations for all aspects of the
family and in civil interaction and shall mutually build a comfortable, durable/stable, harmonious and
happy family.
Article 37. The Right to Enjoy Care Among Family Members
The members of a family shall have the right to en joy mutual care and assistance consistent with the
tradition of good morality of the Vietnamese family.
Children and grandchildren who are minors are entitled to enjoy the care of and upbringing by the father,
mother and grandparents; children a nd grandchildren shall have the obligation to respect, care for and
support their father, mother and grandparents.

9. The Vietnamese term ” ch~” or “only” was used here in the orig inal text. This has been omitted in the
translation for the sake of clarity since the terms ” ch~” and “only” may have different implications in
Vietnamese and English respecti vely, depending on the context.

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Clifford Chance and Baker & McKenzie 9
Article 38. The Right of Divorce

A wife or husband or both the wife and the husband sha ll have the right to request a court to terminate
the marital relationship when there is a legitimate reason.
Article 39. The Right to Acknowledge or Not Acknowledge a Father, Mother or Child
1. A person who is not acknowledged as a child or a father or mother of another person shall have
the right to request the competent State authority to determine him/her as the mother, father or
child of that person in accordance with the provi sions of the laws on marriage and family and
the laws on civil status.
2. A person who is acknowle dged as a father, mother or child of another person shall have the right
to request the competent State authority to determ ine him/her as not being the father, mother or
child of that person in accordance with the provi sions of the laws on marriage and family and
the laws on civil status.
Article 40. The Rights to Adopt a Child and To Be Accepted As an Adopted Child
The right of each person to adopt a child and the ri ght to be accepted as an adopted child shall be
recognised and be protected by law.
The adoption of a child and the process of being accep ted as an adopted child shall be implemented in
accordance with the conditions, formalities and procedur es which are stipulated by the laws on marriage
and family and the laws on civil status.
Article 41. Rights With Respect to Citizenship
Each individual shall have the right to citizenship.
The recognition of or changes to or the naturalisation or de-naturalisation of Vietnamese citizenship shall
be implemented in accordance with the conditions, form alities and procedures stipulated by the laws on
citizenship.
Article 42. The Right to Have the Safety of the Place of Residence Ensured
Individuals shall have the right not to have their place of residence intruded upon.
The entry into the place of residence of a pe rson must have the consent of that person.
No one may enter the place of residence of a person cont rary to the wishes of that person. The execution
of a search of a place of residence of a person sh all only be performed in circumstances which are
stipulated by law and there must be an order from the competent State authority; the search must be
strictly in accordance with the formalitie s and procedures stipulated by law.
Article 43. The Right to Freedom of Belief and Religion
1. Individuals shall have the right to freedom of belief and religion, and to belong or not to belong
to a religion.
2. No one may infringe on the freedom of belief and religion or take advantage of beliefs or
religion in order to infringe on the interests of th e State, the interests of the public or the legal
rights [or] interests of other persons.
Article 44. The Right to Freedom of Movement and Residence
1. Individuals shall have the rights to freedom of movement and residence in accordance with the
provisions of law. The movement and choice of a place of residence shall be decided on by the
individual in accordance with his/her own needs, capabilities and situat
ion.
2. An individual’s freedom of movement and resi dence may only be restricted according to the
decision of the competent State authority and in accordance with the formalities and procedures
stipulated by law.
Article 45. The Right to Labour
Individuals shall have the right to labour.

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Each person shall have the right to work, the fr
eedom to choose a job or occupation without being
discriminated against with respect to gender, ethnicity, social status, beliefs or religion.
Article 46. The Right to Freedom of Doing Business
An individual’s right to freedom of doing busine ss shall be respected and protected by law.
Individuals shall have the right to choose a form, area and line of business, to establish a business, and to
freely enter into contracts and hire labour and othe r rights consistent with the provisions of law.
Article 47. The Right to Freedom of Creation
1. Individuals shall have the right to create, enga ge in scientific and technical research, discover,
invent, make technical innovations and improve ments and rationalise production; [and] shall
have the right to compose and comment on literature and arts and to participate in other cultural
activities to give full play to their creative ta lents in accordance with their own capabilities and
aptitudes.
2. The right to freedom of creation shall be respect ed and protected by law. No one shall have the
right to hinder or restrict an individual’s right to freedom of creation.
3. The State recognises and protects ownership rights with respect to intel
lectual property
(10).

Section 3
PLACE OF RESIDENCE
Article 48. Place of Residence
1. The place of residence of an individual is th e place where such person usually lives and has a
permanent residence household register.
In circumstances where a person does not have a permanent residence household register and
does not have a place where he/she usually lives, th e place of residence is the place where he/she
temporarily resides and is registered for temporary residence.
2. Where an individual’s place of residence may not be determined as stipulated in Clause 1 of this
Article, the place of residence is the place where such person is currently living or working or
where such person has property or a large part thereof if such person’s property is in many
places.
3. An individual may choose a place different fro m his/her place of residence to establish and
exercise civil rights and perform civil obliga tions, except in circumstances where the law
otherwise provides.
Article 49. Place of Residence of Minors
1. The place of residence of a minor is the place of residence of the minor’s father and mother; if
the mother and father have separate places of re sidence, 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. Minors who are a full fifteen years of age or older may have a place of residence separate from the place of residence of their father and mother, if the father and mother so agree, except in
circumstances where the law otherwise provides.
Article 50. Place of Residence of Wards
1. The place of residence of a ward is the place of residence of the guardi
an.

10. The Vietnamese vers ion uses the phrase “s¢n phÉm trÏ tuΔ, which is “intellectual products” in English if
translated literally.

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Clifford Chance and Baker & McKenzie 11
2. Wards who are a full fifteen years of age or older may have a place of residence separate from
the place of residence of the guardian, if the gua rdian so agrees, except in circumstances where
the law otherwise provides.
Article 51. Place of Residence of Wives and Husbands
The place of residence of a wife and husband is th e place where they live together and shall be
determined in accordance with the stipul ations in Article 48 of this Code.
A wife and husband may have separate places of residence, if it is so agreed.
Article 52. Place of Residence of Military Personnel
1. The place of residence of military personnel curre ntly performing his/her military obligations is
the place where the military personnel’s unit is stationed.
2. The place of residence of military officers, regular military personnel and defence workers and
officials shall be the place where their unit is sta tioned, except in circumstances where they have
places of residence as stipulated in Clause 1, Article 48 of this Code.
Article 53. Place of Residence of Persons Performing Itinerant Occupations
The place of residence of persons performing itineran t occupations on a ship, boat and/or on other means
for itinerant work is the place of registration of such sh ip, boat, or means, if they do not have a place of
residence as stipulated in Clause 1, Article 48 of this Code.

Section 4
CIVIL STATUS
Article 54. Registration of civil Status
1. The registration of civil status shall be an activity whereby the competent State authority
certifies an event of birth, death, marriage, gua rdianship, adoption, change in surname, given
name [and/or] citizenship, identification of ethni city and correction of civil status, or other
events in accordance with the provisi ons of the laws on civil status.
2. The registration of civil status shall be the right and obligation of each person.
3. The registration of civil status shall proceed in accordance with the formalities and procedures
stipulated by the laws on civil status.
Article 55. Declaration of Birth
1. At birth, each person shall have the right to have his/her birth declared without discriminating
between legitimate or illegitimate births. The surnam e of the infant shall be the surname of the
father or the mother according to customary prac tice or the agreement of the father and mother.
In circumstances where the father cannot be iden tified, the surname of the infant shall be the
surname of the mother.
2. A father, mother or a relative must declare the birth of the infant in accordance with the
provisions of the laws on civil status.
Article 56. Declaration of Birth for Abandoned Infants
1. A person who discovers an aba ndoned infant must protect the infant as well as the clothing and
articles found on the infant and shall promptly report such to the People’s Committee of the
village, ward or town, or the nearest local police station in order to find a person or organisation
to foster the infant.
2. An individual or an organisation which fosters th e infant must declare the birth of the infant in
accordance with the provisions of the laws on civil status.
3. The date of birth of the infant shall be the da te on which the infant was found if there is no proof
evidencing the date of birth of that infant.

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Article 57. Registration of Marriage

1. Marriage must be registered at the competent State authority in accordance with the formalities
prescribed by law; all other form alities shall have no legal value.
2. In circumstances where either the male or female party or both parties do not fully meet the criteria for marriage in accordance with provi sions of laws on marriage and family, the
competent State authority in charge of register ing the marriage shall refuse to register the
marriage and must clearly explain the reason(s) fo r [such refusal]; if the persons who have been
refused marriage registration do not agree with the re fusal, they shall have the right to appeal to
the competent State authority.
3. A wife and husband who divorce but [then] re-marry [each other] must also effect registration of
marriage.
Article 58. Registration of Guardianship
Guardianship must be registered at the People’s Committee of the village, ward or town where the
guardian resides or where the office of the agency or organisation undertaking the guardianship is
located.
Article 59. Registration of Child Adoption
The adoption of a child must be registered and the handing over and acceptance procedures must be
completed at the competent State authority in acco rdance with the provisions of the laws on marriage
and family and the laws on civil status.
Article 60. Declaration of Death
1. When a person dies, his/her relative, the owne r of the house, or the head of the agency or
organisation where the person died must declare the death of such person.
2. If a new born infant dies after birth, the infant’s birth and death must be declared; if it dies before
birth or upon birth, declarations of birth and death are not required.
3. The registration of the declaration of death sha ll be effected at the competent State authority in
accordance with the provisions of the laws on civil status.
Article 61. Declaration of Death for Unidentified Dead Persons
A person who discovers an unidentified dead body must immediately report such to the People’s
Committee of the village, ward or town, or the nearest local police station.
The competent State authority of the locality wh ere the corpse was discovered must effect the
registration of the declaration of death and take custody of the pictures, vestiges
(11) and articles found on
the dead person.
Article 62. Declaration of Death for Persons Who Die at Hospitals or on Means of Transportation or Who Die in Prison, or Whose Death Penalty Has Been Eff
ected
1. When a person dies at a hospital or at othe r medical facilities, the hospital or such medical
facility shall issue a death certificate and sh all notify the relatives of the deceased.
2. When a person dies on a means of transportation, the person in charge or the operator of such
means of transportation shall immediately notify the People’s Committee of the village, ward or
town, or the nearest local police station in order to complete the procedures for issuing the death
certificate and notifying a relative of the deceased.

11. The original Vietnamese term used in this paragraph is ” dÇu tÏch” which has a broad meaning and may
include whatever is left behind by the deceased, fo r example, diaries, fingerprints, blood stains, etc.

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Clifford Chance and Baker & McKenzie 13
3. In circumstances where a person dies in pris
on or through the execution of a death penalty, the
prison or agency which carried out the death penalty shall [respectively] issue the death
certificate and notify the relatives of the deceased.
4. The registration of the declaration of death sha ll be effected at the competent State authority in
accordance with the provisions of the laws on civil status.
Article 63. Declaration of Death for Persons Who Have Been Declared Dead by a Court
1. The registration of the declaration of death fo r a person who has been declared dead by a court
may proceed when the decision of a court becomes legally effective.
The person who requested a court to declare that a person has died shall effect the registration of
the declaration of death.
2. When a person whom a court has declared d ead is still alive, the People’s Committee of the
village, ward or town which has effected the re gistration of the declaration of death shall base
themselves on the legally effective decision of a court which annuls the decision declaring that
the person has died in order to remove his/her na me from the register of declaration of death.
Article 64. Declaration of Death in Circumstances Where a Person Dies in Suspicious Circumstances
1. When there is a suspicion regarding the cause of a person’s death, the person who discovers the
dead person, the house owner or a relative [of th e dead person], or the agency or organisation
where the person died must immediately notify the nearest local police station and burial may
only be permitted upon the decision of the competent State authority.
2. The registration of the declaration of death with respect to a dead person as referred to in Clause
1 of this Article shall be effected at the co mpetent State authority in accordance with the
provisions of the laws on civil status.
Article 65. Registration of a Change in Surname, Given Name and Citizenship
Changes in surname, given name and citizenship must be registered at the competent State authority in
accordance with the provisions of the laws on civil status.
Article 66. Correction of civil status
Individuals shall have the right to request the compet ent State authority to make corrections to [their] civil status.

Section 5
GUARDIANSHIP
Article 67. Guardianship
1. Guardianship is a task whereby individuals, organisations or State agencies (referred to as
guardians) are stipulated by law or appointed to undertake the care and protection of the legal
rights and interests of minors and persons who ar e mentally ill or afflicted by other illnesses
whereby they are incapable of being aware of or controlling their own acts ([such minors and
persons are] referred to as wards).
2. Wards include:
a. Minors who no longer have their mother a nd father, whose mother and father are not
identifiable or whose mother and father have both lost their capacity for civil acts or
[whose mother and father] have had their cap acity for civil acts restricted, whose mother
and father have had their rights restricted by a court, or who have a mother and father
but the mother and father do not have the means to take care of and to educate such
minor and if the mother and father so request; [and]

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Clifford Chance and Baker & McKenzie 14
b. Persons who are mentally ill or afflicted
by other illnesses whereby they are incapable
of being aware of or controlling their own acts.
3. Persons who are under fifteen years of age as provided for under Point a, Clause 2 of this
Article, and persons who are mentally ill or afflicted by other illnesses whereby they are
incapable of being aware of or controlling their own acts must have a guardian.
4. A person may be the guardian of many pers ons, but a person may only be the ward of one
guardian, except in circumstances where the guard ian is the mother and father or grandfather
and grandmother under Clause 2 of Article 70 or Clause 3 of Article 71 of this Code.
Article 68. Supervision of Guardianship
The People’s Committee of the village, ward or to wn where the guardian resides and the person who
appointed the guardian as stipulated under Article 72 of this Code have the responsibility to monitor,
supervise and inspect the guardian in the performance of the guardianship, and to review and resolve in a
timely manner the proposals and complaints of th e ward with respect to the guardianship.
Article 69. Criteria for Individuals Acting As a Guardian
A person who meets the following criteria may act as a guardian:
1. Is a full eighteen years of age or older;
2. Having full capacity for civil acts;
3. Having necessary conditions to ensure the performance of the guardianship.
Article 70. The Natural Guardian of a Minor
The natural guardian of a minor who has lost his/her mother and father, whose mother and father are not
identifiable or whose mother and father have both lost their capacity for civil acts or [whose mother and
father] have had their capacity for civil acts restrict ed, whose mother and father have had their rights
restricted by a court, or who have a mother and father but the mother and father do not have the means to
take care of and to educate the minor and if the moth er and father so request, shall be determined as
follows:
1. In circumstances where the biological siblings do not otherwise agree, the eldest brother or sister who has attained adulthood and who meets the cr iteria must be the guardian for his/her younger
siblings who are minors; if the eldest brother or sister does not meet the criteria to be a guardian,
the next eldest person who has attained adu lthood and who meets the criteria must be the
guardian; [and] 2. In circumstances where there is no biological sibling or where the biological sib
lings do not meet the criteria to be a guardian, the paternal grandfather and grandmother or the maternal
grandfather and grandmother who meet the criteria must be the guardian.
Article 71. The Natural Guardian of a Person Who Is Mentally Ill or Afflicted by Other Illnesses Whereby He/She Is Incapable of Being Aware of or Controlling His/Her
Own Acts
The natural guardian of a person who is mentally ill or afflicted by other illnesses whereby he/she is
incapable of being aware of or controlling hi s/her own acts shall be determined as follows:
1. In circumstances where a wife is mentally ill or afflicted by other illnesses whereby she is
incapable of being aware of or controlling her own acts, a husband meeting the criteria must be
the guardian; if a husband is mentally ill or aff licted by other illnesses whereby he is incapable
of being aware of or controlling his own acts, his wife meeting all the criteria must be the
guardian.
2. In circumstances where a father and mother have both lost their capacity for civil acts, the eldest
child who has attained adulthood and who meets the criteria must be the guardian; if the eldest

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Clifford Chance and Baker & McKenzie 15
child does not meet the criteria to be the guard
ian, the next eldest child who has attained
adulthood and who meets the criteria must be the guardian.
3. In circumstances where an adult is mentally ill or afflicted by other illnesses whereby he/she is
incapable of being aware of or controlling hi s/her own acts and who does not have a husband,
wife or child(ren) or whose husband, wife or child (ren) do not meet the criteria to be a guardian,
the mother and father of such person meeting the criteria must be the guardian.
Article 72. Appointment of a Guardian
In circumstances where a minor, or a person who is mentally ill or afflicted by other illnesses whereby
he/she is incapable of being aware of or controlling his/her own acts, does not have a natural guardian in
accordance with the provisions of Article 70 and Article 71 of this Code, the relatives of such person
shall appoint a person among themselves to act as th e guardian; if there is no person among the relatives
who meet the criteria to act as a guardian, the relativ es may appoint another person to act as a guardian.
If the relatives still cannot appoint a guardian, the Pe ople’s Committee of the village, ward or town has
the responsibility, together with the local social organisation, to appoint a guardian or propose a
charitable organisation to undertake the guardianship.
Article 73. Guardianship by the Office of Labour, War Invalids and Social Affairs
In circumstances where there is no natural guardian and where a guardian cannot be appointed, and there
is no charitable organisation to undertake the guardians hip, the office of Labour, War Invalids and Social
Affairs at the place of residence of the ward may undertake the guardianship.
Article 74. Procedures for Appointing a Guardian
1. The appointment of a guardian must be set fo rth in writing, and the reason for appointing the
guardian, the specific rights and obligations of th e guardian and the status of the ward’s property
must be clearly stated therein.
2. The appointment of a guardian must have the c onsent of such person who is appointed to be the
guardian.
3. The appointment of a guardian must be rec ognised by the People’s Committee of the village,
ward or town where the guardian resides.
Article 75. Obligations of Guardians With Respect to Persons Under Fifteen Years of
Age
Guardians of persons under fifteen years of age have the following obligations:
1. Take care of and educate the ward;
2. Represent the ward in civil transactions, except where the law provides that persons under
fifteen years of age can establish and pe rform civil transactions by themselves;
3. Manage the ward’s property;[and] 4. Protect the legal rights and interests of the ward.
Article 76. Obligations of Guardians With Respect to Persons Who Are a Full Fifteen Years of Age or Older But Under a Full Eighteen Years of Age
Guardians of persons who are a full fifteen years of age or older but under a full eighteen years of age
shall have the following obligations:
1. Manage the ward’s property;
2. Represent the ward in civil transactions, ex cept where the law provides that persons who are a
full fifteen years of age but under a full eighteen years of age can establish and perform civil
transactions by themselves; [and] 3. Protect the legal rights and interests of the ward.

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Article 77. Obligations of a Guardian With Respect to a Person Who Is Mentally Ill or
Afflicted by Other Illnesses Whereby He/She Is Incapable of Being Aware of or
Controlling His/Her Own Acts
The guardian of a person who is mentally ill or afflic ted by other illnesses whereby he/she is incapable of
being aware of or controlling his/her own acts have the following obligations:
1. Take care of and ensure the treatment of illness of the ward;
2. Represent the ward in civil transactions;
3. Manage the ward’s property; [and] 4. Protect the legal rights and interests of the ward.
Article 78. Rights of Guardians
Guardians have the following rights:
1. Utilise the ward’s property to take care of and pay for the necessary needs of the ward;
2. Have payments settled for all expenditures necessa ry for the management of the ward’s property;
[and] 3. Represent the ward in the establishment and performance of civil transactions and protect the
legal rights and interests of the ward.
Article 79. Management of the Property of a Ward
1. Guardians must manage their ward’s property as if it were their own property.
2. The use and disposal of the ward’s property ma y only be undertaken in the interest of the ward.
The sale, exchange, lease, bailment, loan, pledge, mortgage and deposit
(12) of the ward’s property
which has a large value must have the consent of the People’s Committee of the village, ward or
town where the guardian resides.
The guardian shall not give the ward’s property as a gift to another person.
3. All civil transactions between a guardian a nd his/her ward in connection with the ward’s
property shall be invalid.
Article 80. Replacement
(13) of Guardian
1. A guardian may be replaced in the following circumstances:
a. The individual who is the guardian no longe r meets the criteria prescribed in Article 69
of this Code;
b. The guardian dies, or has been declared by a court to have a restricted capacity for civil
acts or to have lost the capacity for civil acts;
c. There is a decision from the competent State authority regarding the commission of a
serious violation by the guardian with re spect to his/her guardianship obligations;
[and/or] d. The guardian proposes that he/she be re placed and there is another person who meets
the criteria to accept the guardianship.
2. In circumstances where there is a change of the natural guardian, the persons set forth under
Article 70 and Article 71 of this Code shall undertake the role of a natural guardian; if there is
no natural guardian, the appointment of a guardia n shall be implemented in accordance with the
provisions of Article 72 of this Code; if a guard ian cannot be appointed or there is no charitable

12. The Vietnamese term “ÑÃt cÚc” is here translated as “deposit” but elsewhere as “execution deposit” where
a specific type of deposit is referred to.

13. The original Vietnamese term used here is ” thay Ñäi” which is “change” in Englis h if translated literally.
However the term “replacement” is mo re appropriate in this context.

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Clifford Chance and Baker & McKenzie 17
organisation to undertake the guardianship, an o
ffice of Labour, War Invalids and Social Affairs
shall undertake the guardianship in accordance with the provisions of Article 73 of this Code.
3. The procedures for changing an appointed guard ian shall be implemented in accordance with the
provisions of Article 74 of this Code.
Article 81. Transfer of the Guardianship by the Appointed Guardian
1. When there is a change of the appointed guardian, the person who had performed the
guardianship must transfer the guardianship to his/her replacement within fifteen days from the
date on which there is a new guardian.
2. The transfer of guardianship must be set forth in writing, and the reason for the transfer and the
status of the ward’s property at the time of the tr ansfer must be clearly stated therein. The person
appointing the guardian and a representative of the People’s Committee of the village, ward or
town where the new guardian resides shall witne ss and recognise the transfer of guardianship.
3. In circumstances where there is a change of a guardian due to the guardian’s death or due to a
court declaration that the guardian has lost or ha s had his/her capacity for civil acts restricted, the
person who appointed the guardian shall prepare a report, and the status of the ward’s property
and the rights and obligations which have ar isen during the course of performing the
guardianship shall be clearly stated therein in or der to transfer [them] to the new guardian under
the supervision of a representative of the People’ s Committee of the village, ward or town where
the person who had performed the guardianship resides.
Article 82. Termination of Guardianship
A guardianship shall terminate in the following circumstances:
1. The ward has attained full capacity for civil acts;
2. There is a decision of a court to revoke the d ecision declaring the loss of the capacity for civil
acts with respect to the ward;
3. The ward dies; [or] 4. The father [and/or] mother of the ward have satisfied the criteria to exercise their rights and
perform their own obligations.
Article 83. Consequences of Termination of Guardianship
1. When a guardianship terminates, the guardian must effect settlement with respect to the property
with the ward or with the mother [and/or] father of the ward within a three month period as from
the time upon which the guardianship terminates.
In circumstances where the ward dies, the guard ian must effect settlement with respect to the
property with the heir
(14) of the deceased person, within a three month period as from the time
upon which the guardianship terminates; if an heir has not yet been determined upon the expiry
of such period, the guardian shall continue to manage the property of the ward until the property
has been resolved in acco rdance with the provisions of laws on inheritance and shall inform such
to the People’s Committee of the village, ward or the town where the guardian resides.
The settlement of property shall be carried out under the supervision of the person who
appointed the guardian and the People’s Committe e of the village, ward or town where the
guardian resides.

14. The literal translation is a person who inherits under a w ill or in accordance with the law which can include juridical
persons and persons who are not blood relatives.

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2. The rights and obligations arising from civil tran
sactions [conducted] in the interest of a ward
may be transferred to the ward when such person has attained full capacity for civil acts or to the
heir of the ward when the ward dies.

Section 6
DECLARING [A PERSON] MISSING AND DECLARATIONS OF DEATH
Article 84. Writ to Search for Persons Who A re Absent From Their Place of Residence and
the Management of Such Persons’ Property
When a person has disappeared for six consecutive m onths, a person with related rights and interests
shall have the right to request a court to issue a writ to search for the absent person in accordance with
the provisions of the laws on civil procedures and may request a court to apply management measures
with respect to the property of the absent person in accordance with the provisions of Article 85 of this
Code.
Article 85. Management of the Property of a Person Who is Absent From His/Her Place of Residence
1. Depending on each case and upon the request of a person with related rights and interests, a
court shall hand over the property of a person who is absent from his/her place of residence to
[one of] the following persons for management:
a. With respect to the property for the mana gement of which the absent person has given
[his/her] authorisation, the person authorised [thereto] may continue to manage [it];
b. With respect to property in common [ownership] (15), the remaining owner(s) in the
common [ownership] shall manage the property; [and] c. Property which the wife or the husband curre ntly manages shall continue to be managed
by the wife or the husband; if the wife or husband has died or has lost the capacity for
civil acts or has had his/her capacity for ci vil acts restricted, then a child who has
attained adulthood or the father [and/or] moth er of the absent person shall manage the
property.
2. In circumstances where none of the persons prescr ibed in Clause 1 of this Article exists, a court
shall appoint a person from among the relatives to manage the property of the absent person; if
there are no relatives, a court shall appoint another person to manage the property.
3. The People’s Committee of the village, ward or town of the place of residence of the absent
person shall supervise the management of such property.
Article 86. Obligations of the Person Managing the Property of Someone Who is Absent from His/Her Place of Residence
The person managing the property of one who is absent from his/her place of residence has the following
obligations:
1. Take care of and look after the property of the absent person as if it were his/her own property;
2. Cause an immediate sale of prope rty which is in danger of damage;
3. Perform the absent person’s obligation to suppor t and/or to settle debts which have become due
by using the property of such person in accordance with the decision of a court; [and]

15. The concept of “common ownership” is described in Article 229(7) of this Code.

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Clifford Chance and Baker & McKenzie 19
4. Return the property to the absent person upon his/
her return and to inform a court thereof; if
there was fault in the management of the pr operty thereby causing damage, compensation must
be made.
Article 87. The Rights of the Person Managing the Property of One Who is Absent From His/Her Place of Residence
A person managing the property of an ab sent person has the following rights:
1. Manage the property in the interest of the absent person;
2. Appropriate a portion of the property of the absent person to perform the absent person’s
obligations to support and obligations to settle debts which have become due; [and] 3. Have payments settled for all necessary expe nditures in the management of the property.
Article 88. Declaring [a Person] Missing
1. When a person has disappeared for two years and there is no reliable information on whether
such person is alive or dead despite having fully utilised all notification and search measures in
accordance with the provisions of the laws on civil procedures, a court
may, upon the request of
a person with related rights and interests, declar e such person to be missing. The two year time
limit shall be calculated as from the date of the last information regarding such person; if the
date of the last information cannot be determin ed, the two year time limit shall be calculated as
from the first day of the month following the month of the last information; if the day or month
of the last information cannot be determined, th e time limit shall be calculated as from the first
day of the year following the year of the last information.
2. In circumstances where the wife or husband of a person who has been declared missing files for
a divorce, a court shall resolve to grant the divorce.
Article 89. Management of the Property of a Person Who Has Been Declared Missing
The person currently managing the property in accordance with the provisions of Clause 1, Article 85 of
this Code shall continue to manage the property of the person whom a court has declared missing and
shall have the rights and obligations prescribed under Article 86 and Article 87 of this Code.
In circumstances where a court resolves to permit the wife or the husband of the person who has been
declared missing to divorce, the property of the pe rson who has been declared missing shall be handed
over to any child[ren] who has [have] attained adu lthood or the father [and/or] mother of the missing
person to manage; if there are no such persons, the property shall be handed over to a relative of the
missing person to manage; if there is no relative, a court shall appoint another person to manage the
property.
Article 90. Revocation of a Decision Declaring [a Person] Missing
1. When a person who has been declared missing retu rns or where there is reliable information that
such person is still alive, then, at the request of such person or a person with related rights and
interests, a court shall issue a decision to revoke the decision declari
ng [a person] missing.
2. A person declared missing who returns is entitle d to reclaim the property which shall be handed
over by the person managing the property af ter management expenses are settled.
3. In circumstances where the wife or husband of a person who has been declared missing has been
granted a divorce, the decision permitting the divor ce shall still have legal effect despite the
return of the person who has been declared missi ng or reliable information that such person is
still alive.
Article 91. Declaration that a Person is Dead
1. A person with related rights and interests may re quest a court to issue a decision declaring that a
person is dead in the following circumstances:

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a. After three years, as of the date on which a court’s decision declaring [a person] missing
takes legal effect, there is still no info rmation that such person is alive;
b. [The person] went missing during a war [and has been missing] for five years from the date the war ended and there is still no in formation that such person is alive;
c. [The person] was in an accident or catas trophe or natural disaster, and there is still no
information that such person is alive afte r one year as of the date on which such
accident or disaster ended, except in circ umstances where the law provides for other
stipulations on the time period; [and] d. [The person] has been missing for five years and there is no information on whether
such person is alive or dead; the five year period shall be calculated in accordance with
the provisions in Clause 1 of Article 88 of this Code.
2. Depending on each case, a court shall determine the date of death of a person who has been
declared dead; if such date cannot be determ ined, the date on which the decision of a court
declaring that such person is dead becomes legally effective shall be deemed to be the date of
death of such person.

Article 92. Personal Relationships and Relati onships in Connection With the Property of a
Person Who Has Been Declared Dead by a court
1. When a decision of a court declaring that a person is dead becomes legally effective, all
relationships regarding marriage, family and othe r personal relationships of such person may be
resolved as in respect of a person who has died.
2. The property of a person whom a court has declar ed dead shall be resolved in accordance with
the laws on inheritance.
Article 93. Revocation of the Decision Declaring That a Person is Dead
1. When a person who has been declared dead retu rns or where there is reliable information that
such person is still alive, then, at the request of such person or of a person with related rights and
interests, a court shall issue a decision to revoke the decision which declares that such person is
dead.
2. In circumstances where the wife or husband of a person who has been declared dead marries
another person, such marriage shall still have legal effect, even when a court revokes the
decision which declares that such person is d ead. Other personal relationships of a person who
has been declared dead shall be restored when a court issues the decision to revoke the decision
which declared that such person had died.
3. A person who has been declared dead, but who is still alive, shall have the right to demand
person(s) who received his/her inheritan ce to return the remaining property.
In circumstances where the heir of a person whom a court has declared dead is aware that such
person is still alive, but intentionally conceals [s uch information] in order to be entitled to an
inheritance, the heir must return the entirety of the property which he/she received, including
fruits and income; if damage is caused, compensation must be made.

Chapter III
JURIDICAL PERSONS
Section 1
GENERAL PROVISIONS ON JURIDICAL PERSONS

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Article 94. Juridical Persons

An organisation shall be recognised as a juridi cal person when it meets the following conditions:
1. Established, permitted to be established, registered or recognised by the competent State
authority;
2. Has a well-organised structure;
3. Has property independent from other individuals and organisations and bears its own liability
with such property; [and] 4. Independently participates in le gal relationships in its own name.
Article 95. Establishment of a Juridical Person
A juridical person may be established on the initiative of an individual, economic organisation, political
organisation, socio-political organisation, social or ganisation, socio-professional organisation, social
fund or charitable fund, or in accordance with a decision of the competent State authority.
The establishment of a juridical person must comply with the procedures stipulated by law [therefor].
Article 96. The Civil Legal Capacity of a Juridical Person
1. The civil legal capacity of a juridical person is the capability of the juridical person to have civil
rights and obligations which are consiste nt with its own purpose of operation.
A juridical person must operate in accordance with its purpose; when [it] alters its purpose of
operation, [it] must apply for permission [or] register with the competent State authority.
In circumstances where a juridical person is established pursuant to a decision from the
competent State authority, the alteration of the purpose of operation must comply with the
decision of such authority.
2. The civil legal capacity of a juridical person sh all arise as from the time at which the competent
State authority establishes [it] or permits [it] to be established; if the juridical person must
register its operation, the civil legal capacity of the juridical person shall arise from the time of
registration.
3. The representative at law or the authorised repr esentative of the juridical person shall act in the
name of the juridical person in civil relations.
4. The civil legal capacity of a juridical person terminates as from the time the juridical person
terminates.
Article 97. The Name of a Juridical Person
1. A juridical person must have its own name in the Vietnamese language, which shall clearly
reflect the juridical person’s organisational form and distinguish it from other juridical persons in
the same field of activity.
2. A juridical person must use its own name in civil transactions.
3. The name of a juridical person is recognised and protected by law.
Article 98. The Head Office of a Juridical Person
The place where the administering body of a juridical pers on is located is the head office of the juridical
person.
A juridical person may choose another lo cation to serve as a liaison address.
Article 99. The Charter of a Juridical Person
1. In circumstances where the law provides that a juridical person must have a charter, the charter
of the juridical person must be adopted by th e founding members or a general meeting of the
members; if the juridical person is establishe d in accordance with a decision of the competent
State authority, the charter of the juridical person shall be approved by the State authority that
established the juridical person.

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2. The charter of a juridical person sha
ll have the following principal contents:
a. Name of the juridical person;
b. Purpose and scope of operation;
c. Head office;
d. Chartered capital, if any;
e
(16). Organisational structure, the procedures for appointments and dismissals; duties and
powers of the titled positions in the management body and other bodies;
f. Rights and obligations of the members;
g. Procedures for amending and supplementing the charter; [and] h. Conditions for terminating the juridical person.
3. Amendments and supplements to the charter of the juridical person must be approved or
registered.
Article 100. Representative Office(s) and Branch(es) of a Juridical Person
1. A juridical person may establish representative o ffice(s) and branch(es) at a place different from
the head office of the juridical person.
2. A representative office is a subordinate unit of the juridical person and has the duty to represent
under authorisation the interests of the juridical person and to engage in the protection of its
interests.
3. A branch is a subordinate unit of the juridical person and has the duty to perform all or part of
the functions of the juridical person, including representative functions in accordance with the
authorisation.
4. Representative office(s) and branch(es) are not juridical persons. The head of the representative
office or branch shall perform his/her duties in accordance with the authorisation of the juridical
person.
5. Juridical persons have the civil rights and oblig ations arising from transactions established and
performed by their representative offices and branches.
Article 101. The Administering Body of a Juridical Person
1. A juridical person must have an administering body.
2. The organisation, duties and powers of the managing body of the juridical person shall be
stipulated in the charter of the juridical person or in the decision to establish the juridical person.
Article 102. The Representative of a Juridical Person
1. The representative of a juridical person may be a representative at law or an authorised
representative.
2. The representative at law of a juridical person sh all be stipulated in the decision to establish the
juridical person or in the charter of the juridical person.
3. The representative at law of a juridical pe rson may authorise another person to perform the
representative duties on his/her behalf.
Article 103. Civil Liability of a Juridical Person
1. A juridical person must bear civil liability for th e exercise of the civil rights and performance of
civil obligations established and performed by its representative in the name of the juridical
person.

16. See footnote to Article 12(2e).

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2. A juridical person shall bear civil liability with
its own property; [it] shall not bear civil liability
for a member of the juridical person with resp ect to the civil obligations established and
performed by the member not in the name of the juridical person.
3. A member of the juridical person shall not bear civil liability for the juridical person with respect
to civil obligations established and performed by the juridical person.
Article 104. Consolidation of Juridical Persons
1. Juridical persons of the same type may conso lidate with each other to form a new juridical
person in accordance with the decision of the comp etent State authority or in accordance with
the agreement of such juridical persons.
The consolidation of juridical persons must comply with the procedures for establishing and
registering a juridical person as stipulated by law.
2. After consolidation, the former juridical persons shall terminate; civil rights and obligations shall
be transferred to the new juridical person.
Article 105. Merging of Juridical Persons
1. A juridical person may be merged (referred to as the merged juridical person
(17)) into another
juridical person of the same type (refe rred to as the merging juridical person
(18)) in accordance
with the decision of the competent State authority or in accordance with the agreement of those
juridical persons.
2. After merger, the merged juridical person shall te rminate; the civil rights and obligations of such
juridical person may be transferred to the merging juridical person.
Article 106. Dividing and Splitting Up of a Juridical Person
1. A juridical person may be divided or split up into many juridical persons in accordance with the
decision of the competent State authority or in accordance with the decision of the competent
body of the juridical person which has been stipulated by the charter of the juridical person.
2. After division, the divided juridical person sha ll terminate; the civil rights and obligations of
such juridical person may be transferred to th e new juridical persons in accordance with the
decision to divide the juridical person consistent with the purpose of operation of the juridical
person.
3. After splitting up, the juridical persons shall pe rform their own rights and obligations consistent
with the purpose of operation of such juridical persons.
Article 107. Dissolution of a Juridical Person
1. A juridical person may be dissolved in the following circumstances:
a. In accordance with the decision of the competent State authority;
b. In accordance with the decision of the co mpetent body of the juridical person which has
been stipulated by the charter of the juridical person; [or] c. Upon the expiry of the term of operation stated in the charter or in the decision of the competent State authority on the establishment of the juridical person.
2. Before dissolution, a juridical person must perfo rm its obligations with respect to its property
(19)
and must have approval from the competent State authority.

17. The disappearing entity.
18. The surviving entity.
19. The Vietnamese term ” t¡i s¢n” literally means “property” or “assets”; but in this context, it may mean both
“assets and liabilities”.

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Article 108. Termination of a Juridical Person

1. A juridical person terminates in the following circumstances:
a. Consolidation of a juridical person, the me rging of a juridical person and the division of
a juridical person in accordance with the provisions of Article 104, Article 105 and
Article 106 of this Code;
b. Dissolution in accordance with the provisions of Article 107 of this Cod
e; [or] c. Declaration of bankruptcy in accordance with the provisions of the law on bankruptcy.
2. The juridical person is terminated as from the time its name is removed from the juridical person
registry.
Article 109. Re-establishment of a Juridical Person
1. A juridical person which has been dissolved or declared bankrupt may be re-established in
accordance with a decision of th e competent State authority.
2. After re-establishment, the juridical person sha ll continue to exercise the rights and perform the
obligations of the juridical person.
Section 2
TYPES OF JURIDICAL PERSONS
Article 110. Types of Juridical Persons
1. Juridical persons include the following types:
a. State agencies, units of the armed forces;
b. Political organisations, socio-political organisations;
c. Economic organisations;
d. Social organisations, socio-professional organisations;
e
(20). Social funds, charitable funds; [and] f. Other organisations which fully meet the conditions provided for under Article 94 of
this Code.
2. The organisational and operational rules of the types of juridical persons shall be provided by
law depending on the purpose of operation of each type of juridical person.
Article 111. A Juridical Person That Is a State Agency or Unit of the Armed Forces
1. A State agency and unit of the armed forces to which the State has allocated property to perform
the functions of State management, social and cultural activities and to perform other functions
which are not for commercial purposes are juridical persons when participating in civil relations.
2. A State agency or unit of the armed forces shall bear civil liability in connection with the
performance of its functions and duties with th e fundings allocated to it from the State budget.
3. In circumstances where a State agency or un it of the armed forces engages in an activity
generating revenues in accordance with the provisions of law, [it] must bear civil liability related
to the activity generating revenues with the property obtained from such activity.
Article 112. A Juridical Person That Is a Politic al Organisation or Socio-Political Organisation
1. A political organisation or socio-political orga nisation which manages, uses or disposes of
property under its ownership for the purpose of achie ving political or social goals in accordance
with its charter is a juridical person when participating in civil relations.
2. The property of a political organisation or of a socio-political organisation may not be
distributed to [its] members.

20. See footnote to Article 12(2d).

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Clifford Chance and Baker & McKenzie 25
3. A political organisation or socio-political orga
nisation shall bear civil liability with its own
property, with the exception of the property whic h according to the provisions of law cannot be
used for bearing civil liability.
Article 113. A Juridical Person That is an Economic Organisation
1. A State enterprise, co-operative, limited liability company, joint-stock company, enterprises with
foreign investment capital and other economic organisations fully meeting the conditions
stipulated in Article 94 of this Code are juridical persons.
2. An economic organisation must have a char ter approved by the competent State authority.
3. An economic organisation bears ci vil liability with its own property.
Article 114. A Juridical Person That Is a Social Organisation or Socio-Professional Organisation
1. A social organisation or socio-professional orga nisation which is permitted to be established and
has its charter approved by the competent State authority, and has members who are individuals
or organisations voluntarily contributing prope rty or membership fees for the purpose of
supporting the common needs of the members and purpose of the association, is a juridical
person when participating in civil relations.
2. A social organisation or socio-professional or ganisation shall bear civil liability with its own
property.
3. A member shall not bear civil liability with his/her own property for the performance of civil
obligations of the social organisati on or socio-professional organisation.
4. In circumstances where the social organisation or the socio-professional organisation terminates
operations, the property of the organisation shall not be distributed to its members but [it] must
be settled in accordance with the provisions of law.
Article 115. A Juridical Person That Is a Social Fund or Charitable Fund
1. A social fund or charitable fund which is permitte d to be established and has its charter approved
by the competent State authority and operates for the purpose of encouraging the development
of culture, science and charity and other social and humanitarian purposes which are not for the
purpose of receiving profits is a juridical pe rson when participating in civil relations.
2. The property of a social fund or charitable f und shall be managed, used and disposed of in
accordance with the provisions of law and consis tent with the purpose of operation of the fund
stipulated by its charter.
3. A social fund or charitable fund is only permitte d to engage in the activities stipulated in the
charter approved by the competent State authority and within the extent
(21) of the fund’s
property, and must bear civil liability with such property.
4. The organisation which establishes a social f und or charitable fund must not bear civil liability
with the property under its ownership with resp ect to the activities of the fund and may not
distribute the property of the fund during the course of the fund’s operations.
In circumstances where the social fund or charitable fund terminates operations, the property of the fund may not be distributed to its founding members but [it] must be settled in accordance
with the provisions of law.

21. The original Vietnamese phrase is ” phŠm vi t¡i s¢n” which may also be translated as “scope of property” in
English.

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Chapter IV

FAMILY HOUSEHOLDS AND CO-OPERATIVE GROUPS
Section 1
FAMILY HOUSEHOLDS
Article 116. Family Households
1. Family households in which members have property in common to engage in common
economic activities in relations involving land use in agricultural, forestry and fishing activities
and in a number of other econom ic and production areas provided by law are subjects in such
civil relations.
2. Family households to which la nd for residential purposes has been allocated are also subjects in
civil relations related to such residential land.
Article 117. The Representative of a Family Household
1. The head of a household is the representative of the family household in civil transactions for the
common interests of the household. The father, mother or another member who has attained
adulthood may be the head of the household.
The head of a household may authorise another member who has attained adulthood to act as
representative of the household in civil transactions.
2. Civil transactions established and performed in the common interest of the household by the
representative of a family household gives rise to rights and obligations for the entire family
household.
Article 118. Property in Common of a Family Household
The property in common of a family household incl udes property which the members of the household
create together or which are given as a gift to the whole, and other property which the members agree is
the property in common of the household.
The legally valid land use rights of a family hous ehold are also the property in common of the
household.
Article 119. The Civil Liability of a Family Household
1. A family household shall bear civil liability regarding the exercise of civil rights and
performance of civil obligations which the repres entative has established and performed in the
name of the family household.
2. A family household shall bear civil liability w ith the property in common of the household; if
the property in common of the household is insuffi cient to fulfil the common obligations of the
household, the members must bear joint liab ility with their own, separate property.

Section 2
CO-OPERATIVE GROUPS
Article 120. Co-operative Groups
1. Co-operative groups which are formed on the basi s of a co-operation contract authenticated by
the People’s Committee of the village, ward or town and entered into by three or more
individuals who jointly contribute property and effo rt in order to perform certain tasks and to
mutually enjoy benefits and jointly bear liabilities, are subjects in civil relations.
A co-operative group which fully meets the c onditions to become a juridical person in
accordance with the provisions of law shall regist er its activities as a juridical person with the
competent State authority.
2. A co-operation contract shall ha ve the following principal contents:

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Clifford Chance and Baker & McKenzie 27
a. The purpose and term of the co-operation contract;
b. The surname, given name and place of residence of the head of the group and the
members of the group;
c. The levels of property contribution, if any; the methods for distributing fruits
(22) and
income among the group members;
d. The rights, obligations, and liabilities of the head of the group and of the members of the group;
e
(23). The conditions for accepting new group members and for leaving the co-operative group;
f. The conditions for terminating the co-operative group; [and] g. Other agreements.
Article 121 . Members of a Co-operative Group
Members of a co-operative group are individuals who are a full eighteen years of age or older and who
have full capacity for civil acts.
A co-operative group shall have the right to enter into labour contracts with persons who are not
members [of the group] to perform certain tasks.
Article 122. The Representative of a Co-operative Group
1. The representative of a co-operative group in civ il transactions is the head of the co-operative
group appointed by the members of the group.
The head of the co-operative group may authorise a group member to perform a number of particular tasks necessary for the group.
2. Civil transactions established and performed by the representative of the co-operative group for
the purpose of the operation of the group in accordan ce with the decision of a majority of the
group members gives rise to rights and liabilities for the entire co-operative gro
up.
Article 123. Property of a Co-operative Group
1. Property contributed or jointly created by gr oup members, and property which has been given as
a gift to the whole is the property in common of the co-operative group.
2. The members of the group shall manage and use the property of the group in accordance with the method agreed upon.
3. The disposal of property which is the production material
(24) of the co-operative group must be
agreed upon by all the group members; with respect to other types of property in common, [it] must be agreed upon by a majority of the group members.
Article 124 . Obligations of a [Co-operative] Group Member
A [co-operative] group member has the following obligations:
1. Implement the co-operation in accordance with the principles of equality, mutual benefits,
mutual assistance and ensuring the common interests of the co-operative group; [and] 2. Compensate the co-operative group for damage caused by his/her own fault.
Article 125. Rights of a [Co-operative] Group Member

22. The original Vietnamese term is “hoa lìi” which is defined in Article 182 of the Civil Code as meaning
“natural products which a property engenders”.

23. See footnote to Article 12(2e).
24. Though the literal English transla tion of the Vietnamese phrase “tõ liÎu s¢n xuÇt” is “production materials”, it
appears likely that the intent of the drafters was a concept closer to “means of production” or “capital
assets”.

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A [co-operative] group member has the following rights:
1. Receive fruits and income received from the
activities of the co-operative group in accordance
with the agreement; [and] 2. Participate in deciding on issues relevant to the activities of the co-operative group, and inspect
the activities of the group.
Article 126. The Civil Liability of a Co-operative Group
1. A co-operative group must bear civil liability regarding the performance of civil obligations
established and performed by [its] representa tive in the name of the co-operative group.
2. A co-operative group shall bear civil liability w ith the property in common of the group; if the
property in common is insufficient for the perfo rmance of the common obligations of the group,
the group members must jointly bear liabilities according to a ratio corresponding to the portion
of their own contributed property.
Article 127. Acceptance of New Group Members
A co-operative group may accept new group members, if consented to by a majority of the group
members, except in circumstances where otherwise agreed.
Article 128. Leaving a Co-operative Group
1. A group member shall have the right to l eave the co-operative group in accordance with the
conditions agreed upon.
2. A group member leaving the co-operative group sha ll have the right to demand the return of the
property which he/she has contributed to the co -operative group and to be distributed his/her
share of the property in the block of property in common, and must settle his/her obligations
with respect to the group as agreed; if the distribution of property in kind would affect the
continuation of the group’s operation, the property shall be valued in money for distribution.
Article 129. Termination of a Co-operative Group
1. A co-operative group terminates in the following circumstances:
a. Upon the expiry of the term stated in the co-operation contract;
b. The purpose of the co-operation has been achieved; [and/or] c. The members of the group agree to terminate the co-operative group.
In cases of termination, the co-operative group must notify the People’s Committee of the
village, ward or town which authen ticated the co-operation contract.
2. A co-operative group may be terminated in acco rdance with a decision of the competent State
authority in the circumstances stipulated by law.
3. Upon a termination, a co-operative group must se ttle the debts of the group; if the property in
common is insufficient to repay the debts, the group members’ separate property must be used
for the settlement in accordance with the provisions of Article 126 of this Code.
In circumstances where the debts have been settled and property in common still remains, [it] shall be divided among the group members in pr oportion to the portions contributed by each
person, except in circumstances where otherwise agreed.

Chapter V
CIVIL TRANSACTIONS
Article 130. Civil Transactions
Civil transactions shall be unilateral legal acts or contracts of individuals, juridical persons and other
subjects, which give rise to, change or terminate civil rights and civil obligations.
Article 131. The Conditions for Civil Transactions to Become Effective

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A civil transaction becomes effective when
[it] fully meets the following conditions:
1. The persons participating in the tran saction have the capacity for civil acts;
2. The purpose and contents of the transaction sha ll not be contrary to the law and social morality;
3. The persons participating in the trans action shall [act] entirely voluntarily; [and] 4. The form of transaction must accord with the provisions of law.
Article 132. Objectives of Civil Transactions
The objectives of civil transactions are the legal interests which the parties wish to achieve upon the
establishment of such transaction.
Article 133. Forms of Civil Transactions
Civil transactions shall be expressed ve rbally, in writing or through specific acts.
In circumstances where the law stipulates that civil transactions must be expressed in writing, notarised
by a State notary public, authenticated, registered or permitted, such stipulations must be complied with.
Article 134. Conditional Civil Transactions
In circumstances where the parties have an agreemen t on the conditions which give rise to or cancel a
civil transaction, the civil transaction shall arise or be cancelled upon the occurrence of such conditions.
Article 135. Interpretation of Civil Transactions
1. The interpretation of a civil transaction must be based on the actual intent of the parties upon the
establishment of the transaction and on the objective of such transaction.
2. In circumstances where civil transactions may be capable of having different meanings, [they] must be interpreted in accordance with the me aning consistent with the objective of the
transactions and in accordance with the customar y practice of the place where the transactions
are established; if the party with an economi cally superior position introduces into a civil
transaction contents which adversely affect th e party with an economically inferior position,
then the civil transaction shall be interprete d in a manner tending to benefit the party with
inferior economic advantages.
Article 136. Invalid Civil Transactions
Civil transactions lacking one of the conditions stipul ated in Article 131 of this Code shall be invalid.
Article 137. Civil Transactions Invalid Due to Violations of Prohibitory Provisions of Law or Due to Contravening Social Morality
1. Civil transactions having contents which viol ate prohibitory provisions of law or which are
contrary to social morality shall be invalid; the transacted property and the fruits and income
gained [therefrom] shall be confiscated and appropriated into the State fund.
2. In circumstances where damage arises and all th e parties are at fault, each party shall bear its
own portion of the damage; if only one party is at fault, such party must compensate the other
party[/ies] for damage.
Article 138. Civil Transactions Invalid Due to Falsification
(25)
When parties establish a civil transaction falsely fo r the purpose of concealing another transaction, such
false transaction shall be invalid, and the transacti on which is concealed shall still be valid, except in
circumstances where such [concealed ] transaction is also invalid according to the provisions of this
Code; if a transaction is not established for the pur pose of giving rise to rights and obligations of the
parties, [it] shall also be considered invalid.
Article 139. Civil Transactions Invalid Due to Non-Compliance With Provisions as to Forms

25. False dealings.

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In circumstances where the law stipulates that a civil
transaction shall be invalid if [it is] not expressed in
writing, notarised by a State notary public, authenticated, registered or permitted, a court or another
competent State authority, upon the request of one of th e parties or all the parties, may decide to order
the parties to implement the provisions on the form of the transaction within a [certain] period of time; if
not implemented within the [above] period of time, th e transaction shall then be invalid. The party at
fault which makes the transaction i nvalid must compensate for damage.
Article 140. Civil Transactions Invalid Due To Establishment and Performance By Minors, or
Persons Who Have Lost Their Capacity for Civil Acts or Whose Capacity for Civil
Acts Is Restricted
1. When a civil transaction is established and perfo rmed by minors, or persons who have lost their
capacity for civil acts or whose capacity for civil acts is restricted, a court, upon the request of
the representative of such persons, shall declar e such transaction to be invalid, if the law
stipulates that such transaction must be estab lished and performed by the representative of such
persons.
2. A party which knows that the person undertaking the transaction with it is a minor, or a person
who has lost his/her capacity for civil acts or w hose capacity for civil acts is restricted, yet still
proceeds with such transaction, must compensate the minor, or person who has lost his/her
capacity for civil acts or whose capacity for civil act s is restricted for damage in accordance with
the request of his/her representative.
Article 141. Civil Transactions Invalid Due to Misunderstanding
1. When a party has established a transaction due to its misunderstanding of the principal contents
of the transaction, [it] shall have the right to demand that the other party change the contents of
such transaction; if the other party does not accept the demand for change from the party which
has misunderstood, the latter shall have the right to request a court to declare the transaction to
be invalid.
2. When a civil transaction is invalid due to mi sunderstanding, the party at fault which causes such
misunderstanding to arise must compensate for damage.
Article 142. Civil Transactions Invalid Due to Being Deceived or Threatened
1. Where a party participates in a civil transacti on due to being deceived or threatened, [it] shall
have the right to request a court to decl are such civil transaction to be invalid.
Deception in a civil transaction is an intentiona l act of a party for the purpose of misleading the
other party as to [the identity of] parties
(26) [to the transaction] and the nature of the subject or
the contents of the transaction on the basis of which [the misled party
(27)] has established the
transaction.
A threat in a civil transaction is an intentional act of a party which causes fear to the other party,
whereby the latter must undertake a civil transacti on in order to avoid damage to life, health,
honour, reputation, dignity [and/or] property of the [threatened] party or its relatives.
2. The party committing a deception or threat must compensate the other party for damage.

26. “Parties” here stands for the Vietnamese term ” chÛ thÌ” which is translated elsewhere as “subject”, but
translated here as “parties” fo r the sake of clarity.

27. It is not clear if the deception must be committed by the party who/which establishes a civil transaction with
the deceived party or if the decept ion may be committed by a third party for the purpose of causing the
deceived party to establish a civil transaction with another party.

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The transacted property, and the fruits and
income of the party committing the deception or
threat shall be confiscated and appropriated into the State fund.
Article 143. Civil Transactions Invalid Due to Be ing Established By Persons Incapable of Being
Aware of Their Own Acts
A person who has the capacity for civil acts but has esta blished a civil transaction at a time when he/she
was unable to be aware of or control his/her own acts shall have the right to request a court to declare
such civil transaction to be invalid.
A person who knows or should have know n that he/she is establishing a civil transaction with a person
who is incapable of being aware of or controlling his/her own acts, but still establishes such, must
compensate for damage.
Article 144. Partially Invalid Civil Transactions
A civil transaction shall be partially invalid when a pa rt of the transaction is invalid, but the validity of
the remaining parts of the transaction is not affected.
Article 145. Time Limit for Requesting A Co urt to Declare a Civil Transaction Invalid
1. The time limit to request a court to declare a civil transaction invalid as provided
in Article 140, Article 141, Article 142 and Article 143 of this Code is one year, as from the date of
establishment of the civil transaction.
2. With respect to civil transactions provided in Article 137, Article 138 and Article 139 of this
Code, there is no restriction as to the time fo r requesting a court to declare the transaction
invalid.
Article 146. Legal Consequences of Invalidity of Civil Transactions
1. An invalid civil transaction shall not give rise to civil rights and obligations of the parties as
from the moment of [its] establishment.
2. When a civil transaction is invalid, the parties sh all [be] restore[d to] their original state and shall
return to each other what they have received; if it cannot be returned in kind, repayment must be
made in money. The party at fault which causes damage must compensate.
Depending on each case and upon examination of th e nature of the invalid transaction, the
transacted property and the fruits and income r eceived may be confiscated in accordance with
the provisions of law.
Article 147. Protection of the Interests of a Bona Fide Third Party When A Civil Transaction Is Invalid
In circumstances where a civil transaction is inva lid but the transacted property has already been
transferred to a bona fide third party through another transaction, then such transaction with the third
party shall still be valid; if the transacted property is confiscated and appropriated into the State fund or
is returned to the person who has the right to receive such property, the third party shall have the right to
demand the person with whom he/s he had established the transaction to compensate for damage.
Chapter VI
REPRESENTATION
Article 148. Representation
1. Representation shall mean a person (referred to as the “representative”) acting in the name of
another person (referred to as the “represented person”) to establish and perform a civil
transaction within the authoris ed scope of representation.

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2. Individuals, juridical persons
and other subjects may establish and perform civil transactions
through a representative. An individual shall not allow
(28) another person to represent him/her, if
the law stipulates that he/she must estab lish and perform the transaction him/herself.
3. Relationships involving represen tation shall be established in accordance with the provisions of
law or in accordance with the authorisation.
4. A represented person has the civil rights and obligations arising from the civil transaction
established and performed by his/her repres entative within the authorised scope of
representation.
Article 149. Representation at Law
Representation at law shall mean a representation whic h is stipulated by law or which is decided on by
the competent State authority.
Article 150. Representatives at Law
Representatives at law include:
1. The father and/or mother with respect to children who are minors;
2. The guardian with respect to wards;
3. The person appointed by a court with respect to persons whose capacity for civil acts is
restricted;
4. The head of the juridical pers on in accordance with the provisions of the charter of the juridical
person or in accordance with the decisi on of the competent State authority;
5. The head of the family household with respect to family households;
6. The head of the co-operative group w ith respect to co-operative groups; [and] 7. Other persons in accordance with the provisions of law.
Article 151. Authorised Representation
1. Authorised representation shall mean a representation which is established under an
authorisation between the represen tative and the represented person.
2. An authorisation must be made in writing.
Article 152. Authorised Representatives
1. Individuals, [and] the representatives at law of juridical persons, family households [and] co-
operative groups may authorise anot her person consistent with the provisions of this Code to
establish and perform a civil transaction in their name.
2. Minors, [and] persons who have lost their capacity for civil acts or whose capacity for civil acts is restricted may not act as authorised representatives.
Article 153. The Scope of Authority of Representation
1. A representative at law has the authority to es tablish and perform all civil transactions in the
interests of the represented person, except in ci rcumstances where the law otherwise provides or
where the competent State authority otherwise decides.
2. The scope of authorised representation shall be established in accordance with a power of
attorney
(29).
3. The representative may only perform a civil tr ansaction within the scope of authority of
representation.

28. The English term “allow” does not fully reflect the meaning of the Vietnamese term “ÑÌ” which normally
denotes an act or omission leading to consequences.

29. The phrase “in accordance with a power of attorney” is used to reflect the Vietnamese phrase which has been used in
this particular clause.

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4. The representative must inform the third party/pa
rties in the civil transaction of his/her scope of
authority of representation.
5. A representative shall not perform [on behalf of the represented person] a civil transaction with
him/herself or with a third party whom the representative also represents.
Article 154. Consequences of a Civil Transact ion Which Is Established and Performed By a
Person Who Does Not Have the Authority of Representation
1. Civil transactions established and performed by a person who does not have the authority of
representation shall not give rise to rights and ob ligations with respect to the represented person,
except in circumstances where the represented pers on gives consent [thereto]; if consent was not
given, the person who does not have the authority of representation must perform the obligations
with respect to the person with whom he/she had effected the transaction, except in
circumstances where such person knew or should have known of the unauthorised
representation.
2. A person who effected a transaction with a person who did not have the authority of
representation shall have the right to unilaterally cease the performance of, or to cancel the civil
transaction which has been established and to demand compensation for damage, except in
circumstances where such person knew or should have known about the unauthorised
representation, yet still effected the transaction.
Article 155. Consequences of a Civil Transactio n Established and Performed Ultra Vires by a
Representative
1. A civil transaction which is established and pe rformed ultra vires by a representative shall not
give rise to rights and obligations with respect to the represented person; except in circumstances
where the represented person gives consent [t hereto]; if consent was not given, the
representative must have the responsibility of pe rforming the obligations with respect to the
person with whom he/she has effected the tran saction for the portion of the civil transaction
which has been effected ultra vires.
2. The person who effected a transaction with [such] representative shall have the right to
unilaterally cease the performance of, or to cancel the civil transaction with respect to the
portion which is effected ultra vires or with resp ect to the entire civil transaction, and to demand
compensation for damage, except in circumstan ces where such person knew or should have
known that the authority of representation wa s exceeded, yet still effected the transaction.
3. In circumstances where the representative and the person effecting a transaction with the
representative intentionally esta blish and perform the civil transaction ultra vires, thereby
causing damage to the represented person, [the y] must bear joint liability to compensate.
Article 156. Termination of Representation With Respect to Individuals
1. The representation at law of an individual terminates in the following circumstances:
a. The represented person has attained adult hood or his/her capacity for civil acts has been
restored;
b. The representative or the represented person dies;
c. The representative loses his/her capacity for ci vil acts or his/her capacity for civil acts is
restricted; [and/or] d. Other circumstances stipulated by law.
2. The authorised representation of an indivi dual terminates in the following circumstances:
a. Upon the expiry of the term of the authorisation or upon the completion of the authorised activities;

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b. The authorising person revokes the authoris
ation or the authorised person renounces the
authorisation; [and/or] c. The authorising person or the authorised person dies, loses the capacity for civil acts,
his/her capacity for civil acts is restricted or he/she is declared by a court to be missing
or dead.
Upon the termination of the authorised repres entation, the representative must complete the
settlement of property obligations with the represen ted person or with the heir of the represented
person.
Article 157. Termination of Representation With Respect to Juridical Persons
1. The representation at law of a juridical person terminates when the juridical person terminates.
2. The authorised representation of a juridical person terminates in the following circumstances:
a. Upon the expiry of the term of authorisation or the completion of the authorised activities;
b. The representative at law of the juridical person revokes the authorisat
ion; [or] c. The juridical person terminates.

Chapter VII
TIME LIMITS
(30)
Article 158. Time Limits
1. A time limit is the length of time determined from one point of time to another point of time.
2. A time limit may be determined by [using] hours, days, weeks, months and/or years or by an
event which may occur.
Article 159. Application of the Method for Calculating Time Limits
1. The method for calculating a time limit shall be a pplied in accordance with the provisions of this
Code, except in circumstances where it is otherw ise agreed upon or laws have other provisions
on the method for calculating the time limit.
2. The time limit shall be calculated according to the Gregorian calendar.
Article 160. Provisions on Time Limits and Points of Time For Calculating Time Limits
1. In circumstances where the parties have an agreement on a time limit which is one year, half a
year, a month, half a month, a week, a day or an hour, and where the lengths of time do not take
place consecutively, such time limit is calculated as follows:
a. One year shall be 365 days;
b. Half a year shall be six months;
c. One month shall be 30 days;
d. Half a month shall be 15 days;
e
(31). One week shall be 7 days;
f. One day shall be 24 hours; [and] g. One hour shall be 60 minutes.
2. In circumstances where the parties have an agreement 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 is
stipulated as follows:

30. The Vietnamese term ” théi hŠn” can be translated as “time lim its”, “term” and “duration”.
31. See footnote to Article 12(2e).

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Clifford Chance and Baker & McKenzie 35
a. The beginning of a month shall be the first day of the month;
b. The middle of a month shall be the 15th day of the month; [and] c. The end of a month shall be the last day of the month.
3. In circumstances where the parties have an
agreement on a point of time which is at the
beginning of a year, the middle of a year or the end of a year, such point of time is stipulated 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; [and] c. The end of a year shall be the last day of December.
Article 161. The Moment At Which a Time Limit Shall Commence
1. When a time limit is determined using hours, the time limit shall commence from the defined
moment.
2. When a time limit is determined using days, weeks, months or years, the first day of the time limit shall not be taken into account, but the calculation of the time limit shall commence from
the day following the defined date.
3. When a time limit begins from [the occurren ce of] an event, the date upon which the event
occurs shall not be taken into account, but the calculation shall commence from the day
following the date of occurrence of the event.
Article 162. The End of a Time Limit
1. When a time limit is calculated using days, the time limit shall end at the moment which ends
the last day of the time limit.
2. When a time limit is calculated using weeks, the time limit shall end at the moment which ends the corresponding day of the last week of the time limit.
3. When a time limit is calculated using months, the time limit shall end at the moment which ends 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 lim it shall end on the last day of such month.
4. When a time limit is calculated using years, the time limit shall end at the moment which ends the corresponding date and month of the last year of the time limit.
5. When the last day of a time limit is a Sunday or public holiday, the time limit shall end at the moment which ends the next working day following such holiday.
6. The point of time which ends the last day of a time limit shall be at exactly twelve o’clock at
night on that day.

Chapter VIII
STATUTE OF LIMITATIONS
Article 163. Statute of Limitations
The statute of limitations is a time limit stipulated by law where upon its expiry, a subject may enjoy
civil rights, be released from civil obligations or lose the right to initiate a legal action.
Article 164. Types of Statute of Limitations
The statute of limitations applicable in th is Code shall include the following types:
1. The statute of limitations for enjoying civil rights is the time limit where upon its expiry, the subject shall enjoy civil rights;
2. The statute of limitations for a release from civil obligations is the time limit where upon its
expiry, the person which has the civil obligati ons is released from the performance of such
obligations; [and]

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3. The statute of limitations for initiating a legal action is the time limit in which a subject shall
have the right to initiate a legal action to request a court or another competent State authority to
protect the legal rights and interests which ar e infringed upon; if such time limits expire, the
right to initiate a legal action shall be lost.
Article 165. The Method for Calculating the Statute of Limitations
The statute of limitations shall be calculated from the point of time which begins the first day and shall
end at the point of time which ends the last day of the statute of limitations.
Article 166. The Effectiveness of the Statute of Limitations for Enjoyment of Civil Rights and Release from Civil Obligations
1. Where the law stipulates that a subject ma y enjoy civil rights or be released from civil
obligations under a statute of limitations, the enjoyment of civil rights or release from civil
obligations shall take effect only af ter the statute of limitations ends.
2. The statute of limitations for enjoyment of civ il rights shall not be applicable in the following
circumstances:
a. The possession of property under the People’ s ownership without a legal basis; [and] b. The enjoyment of personal rights which are not connected with property.
3. The statute of limitations for release from civ il obligations shall not be applicable to the
performance of civil obligations to the State.
Article 167. The Continuity of the Statute of Limitations for Enjoyment of Civil Rights or Release From Civil Obligations
1. The statute of limitations for enjoyment of civ il rights or release from civil obligations shall be
of a continuous nature from the time of its beginni ng to its expiry; if there is an event which
causes an interruption, the statute of limitations must be re-calculated ab initio, after the event
which causes the interruption ends.
2. The statute of limitations for enjoyment of civ il rights or release from civil obligations shall be
interrupted when there is one of the following events:
a. There is a resolution from the competent St ate authority with respect to the civil rights
and obligations to which a statute of limitations currently applies; [and/or] b. The civil rights and obligations to which a statute of limitations currently applies is
disputed by a person with re lated rights and obligations.
3. The statute of limitations shall also be cal culated continuously in circumstances where the
enjoyment of civil rights or release from civil oblig ations or the right to initiate a legal action is
legally transferred to other persons.
Article 168. Commencement of the Statute of Limitations for Initiating a Legal Action
The commencement of the statute of limitations for initiating a legal action shall be calculated as from
the time the legal rights and interests are infringe d upon, except in circumstances where the law
otherwise provides.
Article 169. Non-applicability of the Statute of Limitations for Initiating a Legal A
ction
The statute of limitations for initiating a legal acti on shall not apply in the following circumstances:
1. Request to return property unde r the ownership of the People;
2. Request to protect personal rights which are infringed upon, except in circumstances where the
law otherwise stipulates; [and] 3. Other circumstances stipulated by law.
Article 170. Time Periods Which Shall Not Be Included in the Statute of Limitations for Initiating a Legal Action

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1. A time period shall not be included in the stat
ute of limitations for initiating a legal action in
circumstances where one of the following events occurs:
a. There is an event of force majeure or other objective hindrance occurs which renders a
person with the right to initiate a legal acti on unable to initiate the legal action within
the limit of the statute of limitations;
b. The person with the right to initiate a lega l action is currently a minor or currently has
lost his/her capacity for civil acts or whose cap acity for civil acts is currently restricted
but who does not yet have a representative; [or] c. The representative of a minor or person w ho loses the capacity for civil acts or whose
capacity for civil acts is restricted dies, a nd there is not yet a replacement representative
or due to other legitimate reasons, such representation cannot be continued.
An event of force majeure is an event which occurs objectively and which cannot be foreseen
and cannot be remedied, despite having taken all possible necessary measures within the
capabilities [of the parties in question].
2. The time period not included in the statute of limitations for initiating a legal action in circumstances where the event stipulated at Point b or Point c of Clause 1 of this Article occurs
shall not exceed one year, as fro m the date the event occurs.
Article 171. Re-commencement of a Statute of Limitations for Initiating a Legal Action
1. The statute of limitations for initiating a le gal action shall re-commence in the following
circumstances:
a. The obligor has acknowledged pa rt or all of its obligations;
b. The obligor has fulfilled part of its oblig ations to the person initiating the legal action;
c. The parties have reconciled with each other.
2. The statute of limitations shall re-commen ce from the date following the date upon which an
event stipulated in Clause 1 of this Article occurs.

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PART TWO
PROPERTY AND OWNERSHIP RIGHTS

Chapter I
GENERAL PROVISIONS
Article 172. Property
Property includes tangible
(32) objects, money or papers which can be valued in terms of money and
property rights.
Article 173. Ownership Rights
Ownership rights include the owner’s right to possession, right to use and right to dispose of property in
accordance with the provisions of law.
Owners are individuals who, and juridical persons or other subjects which, have all of the three rights
which are the right to possession, the right to use and the right to dis
pose of property.
Article 174. Registration of the Ownership Rights to Property
Properties for which the law requires a registra tion of ownership rights must be registered.
Article 175. Protection of Ownership Rights
1. The ownership rights of individuals, juridical persons and other subjects are recognised and
protected by law.
2. No one may be deprived of or have his/her ow nership rights illegally restricted with respect to
his/her property.
An owner shall have the right to protect his/he r ownership rights by him/herself [and/or] obstruct
any person who commits acts of infringement upon his/her ownership rights, search for and
reclaim the property which has been possessed, used or disposed of by another person without a
legal basis.
3. In circumstances where it is very necessary due to reasons of national defence, security or the
national interests, the State may effect a compulsory purchase of or requisition with
compensation of the property of an individual, ju ridical person or other subject in accordance
with the provisions of law.
Article 176. The Basis for Establishing Ownership Rights
Ownership rights to property are estab lished in the following circumstances:
1. Through labour or legal pr oduction and business activities;
2. Transfer of ownership rights pursuant to an ag reement or pursuant to a decision of the competent
State authority;
3. Receipt of fruits and income;
4. Formation of a new object through merging
(33), commingling or processioning (34);
5. Inheritance of property;

32. A literal translation of the Vietnamese term “cÜ thúc” would be “real”, but it appear s that the term “tangible”
is more appropriate in the context.

33. The Vietnamese term used in this sentence is ” sŸp nhºp”, which may mean “mer ging”, “integrating”,
“combining”, “joining”, “fusing”, etc. in English if literally translated.

34. The original Vietnam term used here is ” chÆ biÆn” which may be translated to English as “processing” or
“processioning”. However, the term “processioning” is pref erred here to distinguish it from the Vietnamese
term “gia cáng” used in Article 550(9) which is translated as “processing”.

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6. Possession under the conditions stipulated by
law with respect to abandoned objects, lost
objects, objects which have been mislaid, buried or concealed, stray poultry or domestic
livestock, and creatures raised underwater which move naturally [to another place];
7. Possession of property without a legal basis, but [which possession] is in good faith, continuous
and overt, consistent with the statute of limitations stipulated in Clause 1 of Article 255 of this
Code; [and] 8. Other circumstances stipulated by law.
Article 177. The Basis for Terminating Ownership Rights
Ownership rights terminate in the following circumstances:
1. The owner transfers his/her ow nership rights to another person;
2. The owner renounces his/her ownership rights;
3. The property is destroyed;
4. The property is disposed of
(35) in order to perform the owner’s obligations;
5. The property is compulsorily purchased [by the State];
6. The property is confiscated;
7. Where other persons have es tablished ownership rights under the conditions stipulated by law
over objects which have been lost or mislaid, lost poultry or domestic live-stock and creatures
raised underwater which move naturally [to another place]; the property over which other
persons have establishe d ownership rights in accordance with the provisions of Clause 1 of
Article 255 of this Code; [and] 8. Other bases stipulated by law.
Article 178. The Principle for Exercising Ownership Rights
An owner may perform all acts with respect to [his/h er] property according to his/her intent, but [such] shall not cause damage and affect the interests of the State, the interests of the public [or] the legal rights
and interests of other persons.
Article 179. Forms of Ownership
On the basis of the policies of the People’s ownershi p, collective ownership and private ownership, the
State recognises and protects the forms of owners hip which comprise of the People’s ownership,
ownership by political organisations and socio-politi cal organisations, collective ownership, private
ownership, ownership by social organisations a nd socio-professional organisations, and combined
ownership and common ownership
(36).
Article 180. The Rights of a Person Who Is Not the Owner With Respect to Property
A person who is not the owner of a property [may ha ve] the right to possession, use and disposal of a
property which does not belong to hi s/her ownership pursuant to an agreement with the owner of such
property or in accordance with the provisions of law.

Chapter II
TYPES OF PROPERTY
Article 181. Immoveable Property and Moveable Property
1. Immoveable property shall be property wh ich cannot be moved or removed, including:

35. The Vietnamese term is “xø lû” and may mean “dispose”, “handle”, “resolve “, “administer”, “treat”, “settle”,
etc.

36. See footnote to Article 229.

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a. Land;
b. Residential houses and c
onstructed facilities annexed to the land, including property
annexed to such residential hous es and constructed facilities;
c. Other property annexed to the land; [and] d. Other property stipulated by law.
2. Moveable property shall be that prope rty which is not immoveable property.
Article 182. Fruits and Income
1. Fruits are natural products which the property engenders.
2. Incomes are gains received through the exploitation of property.
Article 183. Primary Objects and Auxiliary Objects
1. A primary object is an independent object whose utility can be exploited according to its
functions.
2. An auxiliary object is an object which directly services the exploitation of the utility of a primary object, which is a part of the primary object but may be separated from the primary
object.
When performing an obligation to transfer a prim ary object, the auxiliary objects must also be
transferred, except in circumst ances where otherwise agreed.
Article 184. Severable and Unseverable Objects
1. A severable object is an object which, afte r being severed, still retains its properties and
functions.
2. An unseverable object is an object which, af ter being severed, cannot retain its original
properties and functions.
When it is necessary to divide an unseverable object, [such] must be valued in money for the division.
Article 185. ” TiÅu Hao” Objects and ” Kháng TiÅu Hao ” Objects
(37)
1. A ” tiÅu hao” object is an object which, after having been used once, loses or is not capable of
retaining its original appear ance, properties and functions.
A “tiÅu hao” object may not be the object of a lease contract or a contract for bailment [without
reward].
2. A “kháng tiÅu hao” object is an object which, after having been used many times, still
substantially retains its original a ppearance, properties and functions.
Article 186. Objects of a Type and Distinctive Objects
1. Objects of a type are objects which have the same appearance, properties and functions and can
be defined by units of measure.
Objects of a type which have the same quality may replace each other.
2. A distinctive object is an object which is distinguishable from other objects by its own
characteristics regarding symbol, appearance, colour, material, properties or position.
When performing the obligation to transfer a di stinctive object, that particular object must be
transferred.
Article 187. Integrative Objects
1. An integrative object is an object comprising of parts or components which fit together and are connected with each other to make up a comple te form, whereby if one of the parts or

37. After careful consideration, we prefer to keep the terms ” tiÅu hao” and “kháng tiÅu hao” in Vietnamese. The
meanings of these terms can be ascert ained in the definitions set forth in the same Article. An English
translation may not fully reflect the whole meaning of these terms.

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Clifford Chance and Baker & McKenzie 41
components is missing, or there is a part or component which is not of the right specification or
type, [it] cannot be used or [its
] utility value will be decreased.
2. When performing the obligation to transfer an integrative object, all the parts or components
making up [the object] must be transferred, ex cept in circumstances where otherwise agreed.
Article 188. Property Rights
Property rights are rights which can be valued in m oney and may be transferred in civil interaction,
including intellectual property rights as provided in Part VI of this Code.

Chapter III
THE CONTENTS OF OWNERSHIP RIGHTS
Section 1
THE RIGHT TO POSSESSION
Article 189. The Right to Possession
The right to possession is the right of an owner w ho, on his/her own, keeps and manages the property
under his/her ownership.
A person who is not the owner also shall have the ri ght to possession of property in circumstances where
[he/she] is transferred [the right to possession] by the owner or where the law so provides.
Article 190. Possession With a Legal Basis
Possession with a legal basis is the possession of a property in the following circumstances:
1. The owner possesses the property him/herself;
2. A person is authorised by th e owner to manage the property;
3. A person is transferred the right to possession through a civil transaction consistent with the
intent of the owner;
4. A person discovers and keeps an abandoned property or lost, mislaid, buried, concealed or
sunken property consistent with the conditions provided by law; [and] 5. Other circumstances provided by law.
Article 191. The Owner’s Right to Possession
In circumstances where the owner him/herself possesse s property under his/her ownership, such owner is
entitled to perform all acts to keep and manage the pr operty in accordance with his/her intent, but [such
acts] shall not be contrary to laws or social morality.
An owner’s possession shall not be restricted and [the period of possession shall not be] (38) interrupted,
except in circumstances where the owner transfers [his/her] possession to another person or where the
law otherwise provides.
Article 192. The Right to Possession of a Person Who Manages a Property Under the
Authorisation of the Owner
1. When an owner authorises another person to manage [his/her] property, the authorised person
shall exercise the right to possession of such property within the scope and according to the
method and time period specified by the owner.
2. A person authorised to manage property cannot become the owner with respect to the handed
over property according to the basis of the statute of limitations provided in Clause 1 of Article
255 of this Code.

38. It is not clear from the original Vietnamese text if “r estricted” and “interrupted” both qualify “the period of possession”
or if “restricted” qualifies “an owner’s possession” and “interrupted” qualifies “the period of possession”.

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Article 193. The Right to Possession of the Person to Whom a Property Is Handed Over
Through a Civil Transaction
1. When an owner hands over property to anothe r person through a civil transaction whose content
does not include the transfer of the ownership rights, the person to whom [the property] is
handed over must undertake the possession of such property consistent with the purpose and
content of the transaction.
2. The person to whom the property is handed over shall have the right to use [such] property and
is entitled to transfer the right to possession a nd use of the property to another person if the
owner gives consent [thereto].
3. The person to whom the property is handed ove r cannot become the owner with respect to the
handed over property according to the basis of the statute of limitations provided in Clause 1 of
Article 255 of this Code.
Article 194. The Right to Possession of Lost, Mislaid, Buried, Concealed or Sunken Property and Property Whose Owner Cannot Be Identified
1. A person who discovers lost, mislaid, buried, concealed or sunken property must immediately
inform or return [the same] to the owner; if the owner is unknown, [that person] must inform or
submit [such property] to the nearest People’s Co mmittee of the village, ward or town or the
local police station or other competent State author ity in accordance with the provisions of law.
A person who discovers property whose owner cannot be identified, or a lost, mislaid, buried,
concealed or sunken property is entitled to posse ss such property from the time of discovery to
the time at which [the property] is returned to the owner or the time at which [the property] is
submitted to the competent State authority.
2. With respect to property which has been disperse d by other persons in order to conceal acts of
violation of the law or to evade the performance of a civil obligation, the person who makes the
discovery must forthwith inform or hand over [the property] to the competent State authority.
Article 195. Possession Without a Legal Basis But in Good Faith
A possession of property which is not consistent with the provisions of Article 190 of this Code is a
possession without a legal basis.
A person who possesses without a legal basis but in good faith is a possessor who does not know and
cannot know that the possession of such property is [a possession] without a legal basis.
Article 196. Continuous Possession
The possession of property which has taken place in a period of time without dispute over such property
is a continuous possession, including when the propert y is handed over to another person for possession.
Article 197. Overt Possession
A possession shall be deemed overt when it is undert aken in an explicit manner, without concealment;
the property which is currently possessed shall be us ed in accordance with its functions and utility and
shall be taken care of and safeguarded by the possessor as if it were his/her own property.

Section 2
THE RIGHT TO USE
Article 198 . The Right to Use
The right to use is the right of an owner to explo it the utility and to enjoy the fruits and income from the
property.
A person who is not the owner also shall have the ri ght to use the property in circumstances where the
owner transfers the right to use or where the law so provides.

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Article 199. The Owner’s Right to Use

In circumstances where the owner directly exercises the right to use a property under his/her ownership,
the owner may exploit the utility and enjoy the fruits and income from the property in accordance with
his/her intent, but [such] shall not cause damage and a ffect the interests of the State, the interests of the
public [or] the legal rights a nd interests of other persons.
Article 200. The Right to Use of a Person Who is Not the Owner
1. The right to use a property may be transfe rred to another person through a contract or in
accordance with the provisions of law.
A person who is not the owner sha ll have the right to use the property strictly in accordance with
the functions and utility, and proper methods [for using the property].
2. A person who possesses without a legal basis but in good faith as stipulated in Article 195 of
this Code also shall have the right to exploit the utility and enjoy the fruits and income from the
property in accordance with the provisions of law.

Section 3
THE RIGHT TO DISPOSAL
Article 201. The Right to Disposal
The right to disposal is the right of an owner to transfer his/her ownership rights over a property to
another person or waive such ownership rights.
An owner shall have the right to sell, exchange, gi ve as a gift, lend, bequeath, or waive [his/her
ownership rights] or perform other forms of disposal [of his/her ownership rights] by him/herself with
respect to the property.
Article 202. The Conditions for Disposal
The disposal of a property must be performed by a person who has the capacity for civil acts in
accordance with the provisions of law.
In circumstances where the law provides for formalities and procedures for disposing of a property, such
formalities and procedures must be complied with.
Article 203. Authorisation for Disposal
1. An owner may authorise another pe rson to dispose of his/her property.
2. The person authorised to dispose of the propert y must perform the disposal consistent with the
intent and interests of the owner.
Article 204. Restrictions on the Right of Disposal
1. The right of disposal is restricted with respect to property which has been inventoried
(39),
pledged or mortgaged, and in other ci rcumstances where the law so provides.
2. When property for sale is an antique or an hi storical or cultural relic, the State has a preemptive
right of purchase
(40).
In circumstances where an organisation or an individual has a preemptive right of purchase with respect to a certain property in accordance with the provisions of law, the owner must reserve
the preemptive right of purchase for the organisa tion or individual upon the sale of the property.

39. The Vietnamese term is “kÅ biÅn” which denotes the concept of prope rty being listed for possible seizure
by the State.

40. Vietnamese is “quyËn õu tiÅn mua” which means the priority right to purchase if translated literally.

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Chapter IV
FORMS OF OWNERSHIP
Section 1
THE PEOPLE’S OWNERSHIP
Article 205. Property Under the People’s Ownership
The land, mountains and forests, rivers and lake s, water sources, natural resources in the ground,
resources from the sea, continental shelf and airspace, and the capital and assets invested by the State in
enterprises and facilities of branches and areas of economy, culture, society, sciences, technology,
foreign affairs and national defence a nd security, together with other property stipulated by law to be of
the State, shall be under the People’s ownership.
Article 206. The State Is the Representative of the Owner With Respect to Property Under the
People’s Ownership
1. The State of the Socialist Republic of Vietnam exercises the rights of the owner with respect to
property under the People’s ownership.
2. The Government shall uniformly manage and ensure that property under the People’s ownership
is judicious, efficient and economical.
Article 207. The Management, Use and Disposal of Property Under the People’s Ownership
The management, use and disposal of property under the People’s ownership shall be performed within
the scope and in accordance with the procedures provided by law.
Article 208. Exercising the People’s Ownership Rights With Respect to Property Under the
Management Authority of State Enterprises
When property under the People’s ownership is invested in a State enterprise, the State shall exercise the
rights of the owner over such property in accordance with the provisions of law on State enterprises.
Article 209. The Management Authority of State Enterprises With Respect to Property Allocated by the State
A State enterprise has the authority to manage a nd use the capital, land, natural resources and other
property allocated [to it] by the State in accordance w ith the provisions of the laws on State enterprises.
Article 210. Exercising the People’s Ownership Ri ghts With Respect to Property Allocated to
State Agencies and Units of the Armed Forces
1. When a property under the People’s ownership is a llocated to a State agency or unit of the armed
forces, the State shall exercise the rights to cont rol and inspect the management and use of such
property.
2. State agencies or units of the armed forces ha ve the authority to manage the property allocated
[to them] by the State and use [it] for the de signated purpose in accordance with the provisions
of law.
Article 211. Exercising the People’s Ownership Ri ghts With Respect to Property Allocated to
Political Organisations and Socio-Political Organisations
1. When a property under the People’s ownership is allocated to a political organisation or a socio-
political organisation, the State shall exercise th e rights to control and inspect the management
and use of such property.
2. Political organisations and socio-political orga nisations have the authority to manage the
property allocated [to them] by the State and to use [it] for the designated purpose and [within
the designated] scope and in accordance with the me thods and procedures stipulated by laws and
consistent with the functions and duties stipulated in the charter.

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Article 212. Rights of Non-State Enterprises,
Family Households, Co-operative Groups and
Individuals With Respect to the Use and Exploitation of Property Under the
People’s Ownership
In circumstances where provided by law and permitted by the competent State authority, non-State
enterprises, family households, co-operative gr oups and individuals may use land and exploit
aquacultural product resources and ot her natural resources under the People’s ownership, and must use
and exploit [it] effectively and for the designated purpose and to fully perform the obligations to the
State in accordance with the provisions of law.
Article 213. Property Under the People’s Own ership Which Has Not Been Allocated to an
Organisation or Individual for Management
With respect to property under the People’s ownership wh ich has not been allocated to an organisation or
individual for management, the Government shall orga nise and perform the protection, investigation and
survey [of the property] and shall formulate a plan to exploit [it].

Section 2
OWNERSHIP BY POLITICAL ORGANISATIONS AND SOCIO-POLITICAL ORGANISATIONS
Article 214. Ownership by Political Organis ations and Socio-Political Organisations
Ownership by a political organisation or socio-politi cal organisation is the ownership by the whole
organisation for the purpose of achieving the co mmon objectives stipulated in the charter.
Article 215. Property Under the Ownership of a Political Organisation or a Socio-Political
Organisation
1. Property which is formed from sources of contri butions of members, property which is given as
a gift to the whole and [property which is fo rmed from] other sources consistent with the
provisions of law is property under the ownership of the political organisation or socio-political
organisation.
Property under the People’s ownership which the St ate has transferred to a political organisation
or socio-political organisation is property under the ownership of such organisation.
2. Property under the People’s ownership which the State allocates to a political organisation or
socio-political organisation for management and us e, is not under the ownership of the political
organisation or socio-political organisation.
Article 216. The Possession, Use and Disposal of Property Under the Ownership of a Political Organisation or Socio-Political Organisation.
1. Political organisations and socio-political organi sations shall have the right to possession, use
and disposal of property under th eir ownership for the purpose of performing the functions of
such organisations.
2. The management and exploitation of the utility of and the disposal of the property under the
ownership of a political organisation or a socio-political organisation
must comply with the law
and accord with the purpose of operation of the political organisation or socio-political
organisation which is stipulated in the charter.
Section 3
COLLECTIVE OWNERSHIP
Article 217. Collective Ownership
Collective ownership is the ownership by a co-opera tive group or other stable collective economic forms
in which individuals or family households jointly contribute capital and labour efforts for production

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[and/or] business co-operation for the purpose of
achieving the common objectives stipulated in the
charter, and in accordance with the principles of voluntariness, equality, democracy and joint
management and enjoyment of benefits.
Article 218. Property Under Collective Ownership
Property which is formed from sources of contribu tions of members, legal income from production and
business, subsidies/assistance from the State and othe r sources that accord with the provisions of law
shall be property under the ownership of such collective.
Article 219. Possession, Use and Disposal of Property Under Collective Ownership
1. The possession, use and disposal of property under collective ownership must comply with the
law, accord with the charter of the collective and ensure the stable development of the collective
ownership.
2. Property under collective ownership may be hande d over to [its] members to exploit the utility
through their labour efforts in production [and/or ] business activities in order to service the
common need for expanding production and econom ic development and [to service] the
interests and needs of the members.
3. The members of a collective have th e preemptive right to purchase, lease or “thuÅ khoŸn”
(41)
property under collective ownership.

Section 4
PRIVATE OWNERSHIP
Article 220. Private Ownership
Private ownership is an individual’s ownershi p with respect to his/her legal property.
Private ownership includes individual owners hip, ownership by small [business] owners
(42) and
ownership by private capitalists
(43).
Article 221. Property Under Private Ownership
1. Legal revenues, savings, resi dential houses, means of daily life, means of production, capital,
fruits, income and other legal property of an individual is property under private ownership.
Legal property under private ownership is not limited in terms of quantity and value.
2. An individual is not entitled to ownership over the property which the law stipulates cannot be
under private ownership.
Article 222. Possession, Use and Disposal of Property Under Private Ownership
1. An individual shall have the right to possessi on, use and disposal of the property under his/her
ownership for the purpose of servicing the need s of daily life, consumption or production and
business [activities] and other purposes c onsistent with the provisions of law.
2. The possession, use and disposal of property unde r private ownership shall not cause damage or
affect the interests of the State, the interests of the public or the legal rights or interests of other
persons.

Section 5

41. A particular type of lease. For a full de finition see the footnote to Article 503.
42. The original Vietnamese term is “tiÌu chÛ” which is “small owners” in En glish if translated literally.
43. The original Vietnamese term is ” tõ b¢n tõ nhÄn”, which is “private capitalists” in English if translated
literally.

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OWNERSHIP BY SOCIAL ORGANISATIONS AND
SOCIO-PROFESSIONAL ORGANISATIONS
Article 223. Ownership by Social Organisat ions and Socio-Professional Organisations
Ownership by a social organisation or socio-profe ssional organisation is the ownership by the whole
organisation for the purpose of achieving the common objectives of the members as stipulated in the
charter.
Article 224. Property Under the Ownership of a Social Organisation, or Socio-Professional Organisation
Property which is formed from sources of contributions of members, property which is given as a gift to
the whole and [property which is formed] from other sources consistent with the provisions of law is
property under the ownership of that social or ganisation or socio-professional organisation.
Article 225. Possession, Use and Disposal of Property Under the Ownership of a Social Organisation or Socio-Professional Organisation
Social organisations and socio-professional organisa tions shall exercise the rights to possession, use and
disposal of property under their ownership in accordan ce with the provisions of law and consistent with
the purpose of operation of the organisation as stipulated in the charte
r.
Section 6
COMBINED OWNERSHIP
Article 226. Combined Ownership
(44)
Combined ownership is ownership ove r property which has been contributed to by owners of different
economic sectors for production and bus iness purposes to receive profits.
Article 227. Property Under Combined Ownership
Property which is formed from sources of capital cont ributions of the owners, from legal profits received
from production [and/or] business activities or [prope rty which is formed] from other sources in
accordance with the provisions of law is property under combined ownership.
Article 228. Possession, Use and Disposal of Property Under Combined Ownership
The possession, use and disposal of property unde r combined ownership must comply with the
provisions on common ownership
(45) in this Code and the provisions of law relevant to capital
contributions, organisation and operation of production and business, management, administration,
property liability
(46), and distribution of profits.
Section 7
COMMON OWNERSHIP
(47)
Article 229. Common Ownership
Common ownership is the owners hip by more than one owner
(48) with respect to a property.

44. The original Vietnamese term is ” sê hùu hån hìp” which can be translated as “combined”, “mixed”,
“commingled” ownership in English.

45. See footnote to Article 229.
46. The original Vietnamese term is ” trŸch nhiÎm vË t¡i s¢n”, which is “responsibilities on property” if translated
literally into English.

47. The original Vietnamese term is ” sê hùu chung” which is “common ownership” if translated literally. It is
substantially similar to the concept of “concurrent owner ship” in common law systems.

48. The original Vietnamese term is ” chÛ sê hùu” which means “owners” in Eng lish. In the context of this
paragraph, it shall mean “persons”.

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Common ownership includes
partial common ownership
(49) and consolidated common ownership (50).
The property under common ownership is property in common.
Article 230. Establishment of Common Ownership Rights
Common ownership rights are established in accordan ce with the agreement of the owners, and in
accordance with the provisions of law or in accordance with customary practice.
Article 231. Partial Common Ownership
1. Partial common ownership is common ownership whereby each owner’s share of the ownership
rights over the property in common is specified.
2. Each of the owners in a partial common owners hip has rights and obligations with respect to the
property in common ownership corresponding to his/he r share of the ownership rights, except in
circumstances where otherwise agreed.
Article 232. Consolidated Common Ownership
1. Consolidated common ownership is a common ownership whereby each owner’s share of the
ownership rights over the property in common is not specified.
Consolidated common ownership includes se verable consolidated common ownership and
unseverable consolidated common ownership.
2. The owners in consolidated common ownership have equal rights and obligations with respect
to the property under common ownership.
Article 233. Common Ownership by Husbands and Wives
1. Common ownership by wife and husba nd is consolidated common ownership.
2. A wife and husband jointly create and devel op a property in common block through the efforts
of each person; [and shall] have equal rights in the possession, use and disposal of the property
in common
(51).
3. A wife and husband shall mutually discuss, or agree with or authorise each other [regarding] the
possession, use and disposal of the property in common.
4. The property in common of husband and wife may be severed in accordance with [their] agreement or in accordance with a decision of a court.
Article 234. Common Ownership by a Community
1. Common ownership by a community is the ow nership by a family line, [rural] neighbourhood,
hamlet, village
(52), tribal village (53), religious community and other communities of inhabitants
over the property which is formed according to customary practice, or which is jointly
contributed to and raised by the members of the community or which was given as a gift to the
whole [community], and [property which is form ed] from other sources in accordance with the

49. The Vietnamese term is “sê hùu chung theo phÈn” which literally means “co mmon ownership in parts”.
However, based on the definit ion of the term in Article 231, this c oncept appears similar to the concept of a
“tenancy in common” in common law jurisdictions.

50. The original Vietnamese term is ” sê hùu chung hìp nhÇt” which is “consolidated common ownership” if
translated literally into English. Ho wever, based on the definition of the term in Article 232, this concept
appears similar to the concept of a “joint tenancy” in common law jurisdictions.

51. There seems to be an out of place semi-colon in this para graph. For translation purposes, we have translated it as is.
52. The original Vietnamese terms “thán, Çp, l¡ng”, or “neighbourhood, hamlet, v illage” in English, denote
administrative units in rural areas.

53. The Vietnamese term ” b¢n” is solely used to denote villages of ethnic minorities in highland and
mountainous areas.

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Clifford Chance and Baker & McKenzie 49
provisions of law for the purpose of satisfying the common legal interests of the entire
community.
2. The members of a community jointly manage, use and dispose of the property in common for the interest of the community in accordance with [their] agreem ent or customary practice, but
[such] shall not be contrary to the law and social morality.
3. The property in common of a community is unseverable consolidated property in common.
Article 235. Possession of Property in common
The owners in common ownership shall jointly mana ge the property in common in accordance with the
principle of unanimity, except in circumstances wh ere otherwise agreed or where the law otherwise
provides.
Article 236. Use of Property in common
1. Each owner in partial common ownership shall ha ve the right to exploit the utility and enjoy the
fruits and income from the property in common co rresponding to his/her share of the ownership
rights, except in circumstances where otherwise agreed or where the law otherwise provides.
2. The owners in consolidated common ownership have equal rights to exploit the utility and enjoy
the fruits and income from the property in common, if not otherwise agreed.
Article 237. Disposal of Property in common
1. Each owner in partial common ownership shall ha ve the right to dispose of his/her own share of
the ownership rights in accordance with an agreement or the provisions of law.
2. The disposal of consolidated property in co mmon shall be performed in accordance with the
agreement of the owners in the common ownershi p or in accordance with the provisions of law.
3. In circumstances where an owner in common ownership sells his/her share of the ownership
rights, the other owners in the common ownershi p have the preemptive right of purchase. Such
owner shall have the right to sell to other persons if no owner in the common ownership
purchases [the share] within three months with respect to property in common which is
immoveable property and one month with respect to property in common which is moveable
property, as from the date the [other] owners recei ve notice of the sale and the conditions of the
sale.
4. In circumstances where one of the owners in the common ownership waives his/her share of the
ownership rights or where such person dies leav ing no heirs, his/her share of the ownership
rights shall belong to the State.
Article 238. Division of Property Under Common Ownership
1. In circumstances where a common ownership is severable, then each owner in the common
ownership shall have the right to request a divisi on of the property in common; if the owners in
common ownership have agreed not to divide th e property in common within a [certain] period
of time, then each owner in the common owners hip only shall have the right to request a
division of the property in common upon the expiry of that period; when the property in
common cannot be distributed in kind, then [it] can be valued in money for distribution.
2. In circumstances where a person requests one of the owners in common ownership to perform a
payment obligation, then the requesting person sha ll have the right to request a division of the
property in common in order to receive monetary payment and is entitled to participate in the
distribution of the property in common, excep t in circumstances where the law otherwise
provides.
Article 239. Common Ownership in a Condominium

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Clifford Chance and Baker & McKenzie 50
1. The areas, equipment and furnishings which
are for common use in a condominium belong to
the common ownership of all the owners of th e apartments in the condominium and cannot be
divided.
2. The owners of the apartments in a condomin ium have equal rights and obligations in the
management and use of common areas and equipment
(54).
3. In circumstances where a condominium is de stroyed, the owners of apartments in the
condominium shall have the right to use th e land surface area of such condominium in
accordance with the provisions of law.
Article 240. Termination of Common Ownership
A common ownership terminates in the following circumstances:
1. The property in common has been divided up;
2. One of the owners in the common ownership is entitled to enjoy the entirety of the property in
common;
3. The property in common no longer exists; [and] 4. Other circumstances in accordance with the provisions of law.

Chapter V
ESTABLISHMENT AND TERMINATION OF OWNERSHIP RIGHTS Section 1
ESTABLISHMENT OF OWNERSHIP RIGHTS
Article 241. Establishment of Ownership Rights With Respect to Revenues Gained From Labour [and] Legal Business [and] Production Activities
Workers and persons who conduct legal business and production activities have ownership rights over
the revenues [gained] from the labour, and legal bus iness and production activities as from the time such
revenues are gained.
Article 242. Establishment of Ownership Rights in Accordance with an Agreement
A person to whom a property has been transferred through a contract for the purchase and sale, gift,
exchange or loan [of property] shall have the right to own such property, as from the time of receipt of
the property, if not otherwise agreed or the law does not otherwise provide.
Article 243. Establishment of Ownership Rights Over Fruits and Income
The owner [and/or] the person using the property have ownership rights over the fruits and income in
accordance with an agreement or in accordance with the provisions of law, as from the time such fruits
and income are obtained.
Article 244. Establishment of Ownership Rights in Cases of Merger
1. In circumstances where the property of many di fferent owners is merged together to form an
unseverable object and it is not possible to dete rmine whether the property which is brought to
the merger is a primary object or an auxiliary object, then the newly formed object is the
property in the common ownership of such owne rs; if the property which is brought to the
merger is primary objects and auxiliary objects, the newly formed object shall belong to the
owner of the primary object, as from the time the new object is formed; the owner of the new
property must pay the value of the auxiliary object to the owner of the auxiliary object, if not
otherwise agreed.

54. The drafters of the Code have left out the term “furnishings” in this sentence.

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2. When a person merges property of another
person with his/her own property, even though
[he/she] knows or should have known that such property is not his/her own and also does not
have the consent of the owner of the property being merged, then the owner of the property
being merged has one of the following rights:
a. Demand that the person merging the pr operty hand over to him/her the new property
and to pay to the person who effected the me rger the value of such person’s property;
b. Demand that the person merging the property pay the value of the portion of his/her property and to compensate for damage, if [the demanding person] does not take the
new property.
Article 245. Establishment of Ownership Rights in Cases of Commingling
1. In circumstances where the property of many di fferent owners is commingled together to form a
new, unseverable object, then the new object is property in the common ownership of such
owners, as from the moment of the commingling.
2. When a person has commingled the property of another person with his/her own property, even
though [he/she] knew or must have known that su ch property is not his/her own and does not
have the consent of the owner of the property which has been commingled, then the owner of
the property which has been commingled has one of the following rights:
a. Demand that the person who has commingl ed the property hand over to him/her the
new property and to pay the commingler the value of the portion of such person’s
property;
b. Demand that the person who has commingled the property pay the value of the portion
of his/her property and to compensate for damage, if [the demanding person] does not
take the new property.
Article 246. Establishment of Ownership Rights in Cases of Processioning
1. An owner of raw materials which are [supplied for] processioning to form a new object is also the owner of the newly formed object.
2. A bona fide user of raw materials under th e ownership of another person for processioning
purposes shall become the owner of the new property, but must pay the value of the raw
materials and compensate for damage to the owner of such raw materials.
3. In circumstances where a person who effected the processioning is not in good faith, the owner
of the raw materials shall have the right to dema nd that the new object be handed over; if there is
more than one owner of the raw materials, thes e persons are the co-owners of the newly formed
object in portions corresponding to the value of the raw materials of each person. The owners of
the raw materials which have been processioned not in good faith shall have the right to demand
that the person effecting the processioning compensate for damage.
Article 247. Establishment of Ownership Rights With Respect to Abandoned Objects, and
Objects Whose Owners Cannot Be Identified
1. An abandoned object is an object in respect of which the owner has waived his/her ownership
rights.
The person who has discovered an abandoned object which is moveable property shall have the
right to own such property in accordance with the provisions of law; if the discovered object is
immoveable property, [it] belongs to the State.
2. A person who discovers an object whose owner cannot be identified must inform [such] or
submit [it] to the nearest People’s Committee of the village, ward or town or the local police
station for public announcement so that the owner may be aware [of such] and reclaim [it].

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A report on the submission [of the object] must be prepared, in which the surnames and given
names and addresses of the submitter and the recei ver, and the condition, quantity and volume of
the property submitted shall be clearly specified.
The People’s Committee or local Police stati on which received the object must notify the
discoverer [of the object] of the outcome of the identification of the owner.
In circumstances where the object whose owner ca nnot be identified is moveable property, then,
if after one year as from the date of the public announcement the owner of [the object] still
cannot be identified, such moveable property sh all be under the ownership of the discoverer in
accordance with the provisions of law; if the objec t is immoveable property, then, if after six
years as from the date of the public announcemen t the owner still cannot be identified, such
immoveable property shall belong to the State; the discoverer is entitled to enjoy a monetary
reward in accordance with the provisions of law.
Article 248. Establishment of Ownership Rights With Respect to Buried, Concealed or Sunken
Objects Which Are Found
Ownership rights with respect to buried, concealed or sunken objects which are found but [which] have
no owner or whose owner cannot be identified shall be determined as follows, after deducting expenses
for searching and taking care of [such objects]:
1. Found objects which are antiques and/or historical and cultural relics shall belong to the State;
the person who found the objects is entitled to a monetary reward in accordance with the
provisions of law.
2. A person who finds an object which is not an anti que or historical or cultural relic but has a large
value is entitled to enjoy 50% of the value of th e object, [and] the remainder shall belong to the
State, and if the object has a small value, [it] shall be under the ownership of the person who
found such object, except in circumstances where the law otherwise provides.
Article 249. Establishment of Ownership Rights With Respect to Objects Which Other Persons
Have Lost or Mislaid
1. A person who finds an object which another pe rson has lost or mislaid, and who has knowledge
of the address of the person who lost or mislaid [the object] must inform or return the object to
such person; if [he/she] does not have knowledge of the address of the person who lost or
mislaid [the object], [he/she] must inform [such] or submit [it] to the nearest People’s Committee
of the village, ward or town or the nearest lo cal police station for public announcement so that
the owner may become aware [of such] and reclaim [it].
A report on the submission [of the object] must be prepared, in which the surnames, given names and addresses of the person submitting [it] and the person receiving [it], and the
condition, quantity and volume of the propert y submitted shall be clearly specified.
The People’s Committee or local police station which received the object must notify the person submitting [the object] of the outcome of the identification of the owner.
2. If after one year, as from the date of the public announcement, the owner of [the object] still
cannot be identified, such object shall be under th e ownership of the finder; if the object is of
large value, then, after deducting the expenses to take care of the object, the finder shall be
entitled to receive 50% of the object’s value a nd the remainder shall belong to the State.
3. A lost or mislaid object which is an antique or historical or cultural relic shall belong to the State
if after one year passes, as from the date of the public announcement, the owner is not
identifiable or no one comes to reclaim [the object]; the person who found the object shall enjoy
a monetary reward in accordance with the provisions of law.

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Article 250. Establishment of Ownership Over Stray Domestic Livestock
A person who captures a stray must care for [it] a
nd notify the People’s Committee of the village, ward
or town where he/she resides in order to make a public announcement for the owner to be aware of [the
stray] and to reclaim [it]. The owner who reclaims the stray must pay remuneration for raising and caring
for [the stray] and for other expens es to the person who captured [it].
If, after six months as from the date of the public announcement, no one comes to reclaim [the stray], the
stray shall be under the ownership of the person who cap tured [it]; if the captured stray is one which is
allowed to roam according to customary practice, this time limit shall be one year.
During the period of raising and caring for the stray, the person who captured it shall enjoy one half of
[any] offspring born and must compensate for damage if he/she is at fault for intentionally causing the
death of the stray.
Article 251. Establishment of Ownership Rights Over Stray Domestic Poultry
In circumstances where a person’s domestic poultry are lost and captured by another person, the person
who captured [the poultry] must make a public announcem ent for the owner to be aware [thereof] and to
reclaim [the same]. The owner who reclaims th e stray domestic poultry must pay remuneration for
raising and caring for [the poultry] and for ot her expenses to the person who captured it.
If, after one month as from the date of the public announcement, no one comes to claim [the poultry], the
domestic poultry shall be under the owners hip of the person who captured [them].
During the time period of raising [and] caring for the stray domestic poultry, the person who captured
[the poultry] shall enjoy the fruits generated from th e domestic poultry and must compensate for damage
if he/she is at fault for intentionally causing the death of the domestic poultry.
Article 252. Establishment of Ownership Rights Over Creatures Raised Underwater
When a person’s creature which is raised underwater moves naturally into the field, pond or lake of
another person, [the creature] shall be under the owners hip of the person with such field, pond or lake. In
circumstances where the creature raised underwater has special characteristic marks from which it is
possible to determine that the creature raised is not under the ownership of the person with such field,
pond or lake [such person] must make a public a nnouncement for the owner to be aware of [the
movement of the creature] and to reclaim [it]. If after one month as from the public announcement date,
no one comes to claim the creature raised underwater [ it] shall be under the ownership of the person with
such field, pond or lake.
Article 253. Establishment of Ownership Rights Due to Inheritance
Heirs shall have ownership rights ove r inherited property in accordance with the provisions in Part Four
of this Code.
Article 254. Establishment of Ownership Rights in Accordance with the Judgement or Decision of a Court or in Accordance with the Decision of Other Competent State
Authorities
Ownership rights may also be established based on a j udgement or decision of a court or the decision of
other competent State authorities.
Article 255. Establishment of Ownership Rights Under a Statute of Limitations
(55)
1. A person who possesses or a person who receives benefits from a property without a legal basis
but in good faith, continuously and in an overt ma nner for a period of ten years with respect to
moveable property and thirty years with respect to immoveable property, shall become the

55. Similar to adverse possession.

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owner of such property, as from the moment of commencing possession
(56), except under the
circumstances stipulated in Clause 2 of this Article.
2. A person who possesses property under the Peopl e’s ownership without a legal basis may not
become the owner of such property, regard less of good faith, continuous and overt possession
and regardless of the length of time of possession.

Section 2
TERMINATION OF OWNERSHIP RIGHTS
Article 256. The Owner Transfers His/Her Ownership Rights to Other Persons
When an owner transfers his/her ownership rights to other persons through a contract for [the] purchase
and sale, [the] exchange, [the] gift or [the] loan [o f property] or through inheritance, the ownership rights
over the property of such person shall terminate as from the time the ownership rights of the transferee
arise.
Article 257. Renunciation of Ownership Rights
An owner may him/herself terminate ownership right s with respect to his/her property by publicly
declaring or performing [certain] acts evidencing his/ her renunciation of the right to possession, use and
disposal of such property.
With respect to property for which a renunciation of such property may cause harm to social order or
security or cause environmental pollution, the renunc iation of ownership rights must comply with the
provisions of law.
Article 258. Property Over Which Other Persons Have Established Ownership Rights
When another person has establis hed ownership rights over a lost or mislaid object, stray domestic
livestock or poultry or creatures raised underwat er which move naturally in accordance with the
provisions in Article 249 to Article 252 of this C ode, the ownership rights of the person who had the
property shall terminate.
When the ownership rights of a possessor have been es tablished according to the provisions in Clause 1,
Article 255 of this Code, the ownership rights of the person whose property is being possessed shall
terminate.
Article 259. Disposal of Property in Order to Perform the Obligations of the Owner
1. The ownership rights over property shall terminate when such property is disposed of in order to
perform the obligations of the owner in accordance with a decision of a court or other competent
State authority, if the law does not provide otherwise.
2. The disposal of property in order to perform th e obligations of the owner shall not be applicable
with respect to property which cannot be inventoried
(57) according to the provisions of law.
3. The ownership rights of the owner over prope rty which is seized in order to perform the
obligations of the owner shall terminate at the tim e the ownership rights of the recipient of such
property arise.
4. The disposal of land use rights shall be perfo rmed in accordance with the provisions under Part
Five of this Code and the laws on land.
Article 260. Property Which is Destroyed

56. This is the literal translation, in the same order as used in the original Vietnamese text. However, it is not clear if the
intended meaning is that ownership rights shall commence fro m the moment of possession or at the end of the 10 or
30 year period of possession.

57. See footnote to Article 204(1).

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When property is destroyed, the ownership
rights over such property shall terminate.
Article 261. Property Which is Appropriated
When property is appropriated in accordance with a decision of the competent State authority for
defence or security reasons or for the national in terest, the ownership rights of the owner over the
property of the owner shall terminate as from the time the decision of the competent State authority
becomes legally effective.
Article 262. Property Which is Confiscated
When property of an owner is confiscated and placed in the State fund due to the commission of crimes
or administrative violations, the ownership rights of the owner over such property shall terminate as from
the time the judgement or decision of a court, or a decision from the competent State authority becomes
legally effective.

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Chapter VI
PROTECTION OF OWNERSHIP
Article 263. Measures for Protecting Ownership
The lawful owner [and/or] possessor, shall have the right to request a court or other competent State
authority to compel the person committing acts of in fringement upon the ownership rights, or right of
possession, to return the property and to terminate the acts which unlawfully hinder the exercise of the
ownership rights and right of possession, and [the la wful owner or possessor shall have the right] to
demand compensation for damage.
The lawful owner [and/or] possessor, shall have the ri ght to protect property under his/her ownership, or
the property currently in his/her lawful possession by measures which accord with the provisions of law.
Article 264. The Right to Reclaim Property
The lawful owner [and/or] possessor, shall have the right to demand that a possessor, a person using the
property or a person receiving benefits from a propert y without a legal basis with respect to property
under [the former’s] ownership rights or legal right of possession return such property, except under the
circumstance stipulated in Clause 1, Article 255 of this Code.
Article 265. The Right to Demand the Prevention or Termination of Acts Which Illegally Hinder the Exercise of Lawful Ownership Rights and Rights of Possession
The lawful owner [and/or] possessor, shall have the right to demand a person committing acts which
unlawfully hinder the exercise of his/her ownership ri ghts and right of possession, to terminate such acts;
if there is no voluntary termination, [the lawful owner or possessor] shall have the right to request a court
or other competent State authority to compel such person to terminate the violating acts.
Article 266. The Right to Demand Compensation for Damages
The lawful owner [and/or] possessor shall have the right to demand a person committing acts of
infringement upon his/her ownership rights, and/or right of possession to compensate for damage.

Chapter VII
OTHER PROVISIONS REGARDING OWNERSHIP RIGHTS
Article 267. The Obligations of the Owner on the Occurrence of an Emergency Situation
1. An emergency situation shall be a situation of a person who due to wishing to avert a danger
which is directly and actually threatening the intere sts of the State or of a collective, or the legal
interests of the person him/herself or of othe r persons and [has] no other way than to commit
actions causing damage [and/or injury] that is less than the damage [and/or injury] that needs to
be prevented.
2. In an emergency situation, the owner of pr operty shall not hinder other persons from using the
owner’s property or hinder other persons from cau sing damage to such property to prevent or
reduce the danger or a greater damage [and/or injury] than is in danger of occurring.
3. Causing damage in emergency situations ar e not acts of infringement upon ownership rights.
The owner shall be compensated for damage in accordance with the stipulations of Clause 3,
Article 618 of this Code.
Article 268. The Obligations of the Owner in the Protection of the Environment
When using, taking care of and renouncing his/her prope rty, an owner must comply with the provisions
of the laws on environmental protec tion; if he/she causes environmental pollution, the owner shall have
the responsibility to terminate the acts which cause th e pollution, to effect measures to remedy the
consequences and must compensate for damage.

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Article 269. The Obligations of the Owner in
Respecting and Protecting Social Order and
Security
When exercising the right to possession, use or di sposal over his/her own property, an owner must
respect and protect social order and security and ma y not misuse the ownership rights in order to cause
public disorder or loss of security or to cause damage to the interests of the State, the interests of the
public or the legal rights and interests of other persons.
Article 270. The Obligation to Respect the Boundaries Between Immoveable Properties
1. The boundaries between immoveable properties which are adjoining shall be determined in
accordance with the agreement of the owners or in accordance with the decision of the
competent State authority.
The boundaries may also be determined in accord ance with customary practices or according to
boundaries which have remained for ove r thirty years without dispute.
2. A person with land use rights may use the airspace [above] and the ground below according to
the vertical dimensions of the boundaries around the land area in accordance with the
construction plan stipulated by the competent State authority, and may not interfere with the use
of the adjoining land of other persons.
A land user may only plant trees and perform ot her activities within the land area under his/her
own use rights and according to the boundaries whic h have been defined; [the land user] shall
not let tree roots and branches extend beyond the boundaries, except where otherwise agreed.
3. In circumstances where the boundary is a canal, irrigation ditch, trench, gutter or path at the
edge of a rice field, the land user shall have the obligation to respect and preserve the common
boundary; [the land user] may not encroach upon or change the boundary markers.
Article 271. Ownership Rights with Respect to Boundary Markers Separating Immoveable
Property
1. An owner of adjoining immoveable propert y may only put up boundary stakes and fences, and
build separating walls on the portion of land under his/her use rights. Persons using adjoining
lands may mutually agree on the putting up of boundary stakes and fences, the building of
separating walls and the planting of trees on the boundary for use as boundary markers between
the immoveable properties, and the boundary marker objects shall be under the common
ownership of such persons.
In circumstances where a boundary marker is put up on the boundary by only one party and
there is consent from the owner of the adjoin ing immoveable property, such boundary marker
shall be common [property] and the construction expenses shall be borne by the party who put
up [the marker], except where otherwise agreed ; if the owner of the adjoining immoveable
property does not give consent and has legitimat e reasons, then the owner who had put up the
boundary stake or fence, or who had bu ilt the separating wall must remove it.
With respect to trees which are common boundary markers, the parties shall have the same
obligations to protect [the trees]; the fruits r eceived from the trees shall be distributed equally,
except where otherwise agreed.
2. With respect to boundary markers which are common house walls, the owner of the adjoining
immoveable property may not cut out a window or air ventilating hole or drill the wall in order
to install building structures, except with the c onsent of the owner of the adjoining property.
In circumstances where houses are separately built but with adjoining walls, an owner may only
drill and install building structures up to the space limit separating the adjoining walls.

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Article 272. Obligations to Respect Building Codes

1. When constructing a project, the owner of the project must comply with the laws on
construction, ensure safety, may not build beyond the height and distance stipulated by the laws
on construction and may not infri nge upon the legal rights [and/or] interests of the owners of
adjoining and neighbouring immoveable properties.
2. When there is a danger of an incident occurri ng with respect to the construction project which
would affect adjoining or neighbouring immoveable properties, the owner of the project must
immediately suspend the construction and repair or remove [it] at the request of the owners of
the adjoining or neighbouring immoveable properties or the request of the competent State
authority; if damage is caused, compensation must be rendered.
3. When building a sanitation project, warehouse fo r storing toxic chemical substances or other
projects whose usage may have the capacity to cause environmental pollution, the owner must
build [it] at a reasonable site and distance aw ay from the boundaries, and must ensure sanitation
and security and must not cause [adverse] affects to adjoining or neighbouring owners.
Article 273. Obligations to Ensure Security With Respect to Adjoining Construction Projects
When sinking a well, digging a pond or constructing ot her subterranean projects, the owner of the
project must dig and build at a distance away from the boundaries as stipulated by the laws on
construction.
In circumstances where the project is in danger of threatening the safety of adjoining or neighbouring
immoveable properties, the owner of the project must immediately effect remedial measures; if damage
is caused to the owners of adjoining or neighbouri ng properties, then compensation must be rendered.
Article 274. Obligations of the Owners in the Draining of Rainwater
A house owner must install water channelling conduits so that rainwater from his/her own roof will not
run down onto the immoveable property of ow ners of adjoining immoveable property.
Article 275. Obligations of the Owner in the Draining of Waste Water
A house owner must install underground drains or water drainage channels to deliver waste water to the
prescribed location, so that the waste water will not run and spill onto the immoveable property of the
owner of an adjoining immoveable property, or onto public streets or public activity sites causing
environmental pollution.
Article 276. Restrictions on the Right to Install Doors/Windows
1. A house owner may only install entry/exit door s and windows swinging over to adjacent houses
or toward opposite houses and common walkways in accordance with the provisions of laws on
construction.
2. The awnings above entry/exit doors or windows swinging into common pathways must be at
least 2.5 metres from the ground.
Article 277. The Right to Request the Repair or Removal of Adjoining Immoveable Property
In circumstances where a tree, or a construction project is in danger of collapsing onto adjoining
immoveable property or a public activity site, the ow ner must cut down the tree, or repair or demolish
such construction project.
The owner of the adjoining immoveable property shall have the right to request the owner of the tree or
the construction project which is in danger of co llapsing to cut down the tree, or demolish [the
construction]; if such person does not cut down the tree, or demolish [the construction], the owner of the
adjoining immoveable property shall have the right to request the competent State authority to permit the
cutting down of the tree, or demolition [of the cons truction]. The expenses for cutting the tree, or
demolishing [the construction] sha ll be borne by the owner of the tree or the construction project.

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Article 278. The Right to the Limited Use of Adjoining Immoveable Property
(58)
A house owner, and a land user shall have the ri ght to use in a reasonable manner the adjoining
immoveable property under the ownership of other persons in order to ensure his/her own needs
regarding walkways, supply and dr ainage of water, electric transmission cables and communication
cables and other necessary needs, but must e ffect compensation if not otherwise agreed.
Article 279. Establishment of the Right to the Limited Use of Adjoining Immoveable Property
1. The right to the limited use of adjoining immov eable property shall be established in accordance
with an agreement or according to the provisions of law.
2. In circumstances where the right to the lim ited use of adjoining immoveable property has
already been established for the house owner or la nd user, then the person who is transferred the
house or land use rights shall also enjoy such right.
Article 280. The Rights Regarding the Walkway Through Adjoining Immoveable Property
(59)
1. The owner of immoveable property which is surrounded by the immoveable property of other
owners in which there are no exits shall have th e right to request the owner of the adjoining
immoveable property to reserve for him/her a reasonable and suitable walkway leading to a
public path; the person who has been requested sh all have the obligation to grant such request.
The person who is reserved a walkway must comp ensate the owner of the adjoining immoveable
property, if not otherwise agreed upon.
2. The site and the extent of the length, width and height of the walkway shall be agreed upon by
the parties, to ensure convenient access and mini mise problems for the parties [in question]; if
there are disputes regarding the walkway, [the parties] shall have the right to request the
competent State authority for determination.
3. In circumstances where property is divided into many parts to different owners and/or users, any
such division must reserve the necessary walkwa y for the person in the interior in accordance
with the stipulations at Clause 2 of this Article, and there shall be no compensation.
Article 281. The Right to Install Electric Tran smission Cables and Communication Cables
Through Adjoining Immoveable Property
An owner of immoveable property shall have the ri ght to install electric transmissions cables and
communications cables in a reasonable manner through the immoveable property of other owners, but
must ensure the safety and convenience of such ow ners; if damage is caused, compensation must be
rendered.
Article 282. Rights Regarding the Supply and Drainage of Water Through Adjoining Immoveable Property
In circumstances where, due to the natural location of the immoveable property, the supply and drainage
of water must pass through another immoveable pr operty, the owner of the immoveable property
through which the water flows must reserve an appr opriate pathway for the supply and drainage of
water, and may not hinder or prevent the flow of wa ter. The person using the water supply and drainage
path must minimise to the lowest possible extent [a ny] damage to the owner of the immoveable property
through which the water flows when installing water conduits; if damage is caused, compensation must
be rendered. In circumstances where water flowi ng naturally from an elevated position to a lower
position causes damage to the owner of the property through which the water flows, the person using the
water supply and drainage pathway shall not have to compensate for damage.

58. Similar to easements.
59. Similar to access easement.

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Article 283. Rights Regarding Irrigation and Water Drainage in Cultivation

A person who has the right to use land for cultivati on shall have the right to request persons using
neighbouring land to allow
(60) a suitable and convenient path fo r water delivery for irrigation and
drainage; the person who has been requested shall have the obligation to grant such request; if the person
using the water delivery pathway causes damage to neighbouring land users, then compensation must be
rendered.
Article 284. Termination of the Right to the Limited Use of Adjoining Immoveable Property
The right to the limited use of adjoining immov eable property shall terminate in the following
circumstances:
1. An immoveable property which adjoins the immoveable property of an owner currently
exercising the rights to the limited use of such adjoining immoveable property merges into one
[with such adjoining property]; [and/or] 2. A house owner, or land user no longer has a need for the limited use of adjoining property.

60. See footnote to Article 148(2).

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PART THREE
CIVIL OBLIGATIONS AND CIVIL CONTRACTS

Chapter I
GENERAL PROVISIONS Section 1
CIVIL OBLIGATIONS
Article 285 . Civil Obligations
Civil obligations shall be tasks which a subject or several subjects (referred to as the obligor(s)) must
perform or refrain from performing in the interest of one or several other subjects (the obligee(s)
(61)) as
provided by the law.
Article 286 . The Basis for Giving Rise to Civil Obligations
Civil obligations shall arise from:
1. Civil contracts;
2. Unilateral civil acts;
3. Possession and use of property, and bene fitting from property without a legal basis;
4. Causing damage due to acts contrary to the law;
5. Performance of tasks without authorisation; [and] 6. Other bases stipulated by the law.
Article 287 . Subjects of Civil Obligations
1. The subjects of civil obligations may be propert y or tasks which must be performed or shall not
be performed.
2. The subjects of civil obligations must be precisely designated.
3. Only that property which may be the subject of a transaction and tasks which are capable of
being and are not forbidden by the law and are not contrary to social morality shall be the
subjects of civil obligations.
Section 2
PERFORMANCE OF CIVIL OBLIGATIONS
Article 288 . Principles for the Performance of Civil Obligations
A person charged with a civil obligation must perform his/her obligation in an honest manner, in a spirit
of co-operation, [and] in a manner true to the unde rtaking and not contrary to the law and social
morality.
Article 289 . Place of Performance of Civil Obligations
1. The place for the performance of a civil oblig ation shall be agreed upon by the parties.
2. In circumstances where the parties do not have an agreement, the place of performance of a civil
obligation shall be determined as follows:
a. Location of the immoveable property if the subject of the civil obligation is immoveable
property; [or] b. Place of residence or head office of the ob ligee if the subject of the civil obligation is
not immoveable property.

61. A literal translation of the Vietnamese term would be “person having rights”.

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When the obligee changes [his/her/its] place of resi
dence or head office, he/she/it must notify the
obligor of the change and must bear the in crease in expenses resulting from the change in
residency or head office, except in circumstances where otherwise agreed.
Article 290 . The Time Limit for Performing Civil Obligations
1. The time limit for performing a civil obligation shall be as agreed upon by the parties or as provided by law.
The obligor must perform the civil obligation strictly in accordance with the time limit; [the
obligor] may only perform the civil obligation before the time limit if consented to by the
obligee; if the obligor has voluntarily performed the obligation before the time limit and the
obligee has accepted the performance of the obligati on, the obligation shall be considered to
have been fulfilled in a timely manner.
2. In circumstances where the parties do not agree upon and the law does not stipulate the time limit for the performance of a civil obligation, th e parties may perform the obligation or demand
the performance of the obligation at any time, but must give advance notice to each other within
a reasonable period of time
(62).
Article 291 . Delayed Performance of Civil Obligations
Delayed performance of a civil obligation shall be wh ere the time limit for the performance of the civil
obligation has expired, but the civil obligation rema ins unfulfilled or has only been partially fulfilled.
Article 292. Postponement of the Performance of Civil Obligations
When it is not possible to perform the civil obligati on in a timely manner, the obligor must immediately
inform the obligee.
The obligor may postpone the performance of the oblig ation if the obligee consents. The performance of
a civil obligation [after] it has been postponed shall still be considered a timely performance.
Article 293. Delayed Acceptance of the Performance of Civil Obligations
The delayed acceptance of the performance of a civ il obligation shall be where the time limit for the
fulfilment of the civil obligation has expired and th e obligor has already fulfilled the civil obligation
according to the agreement, but the obligee does not accept the performance of such obligations.
When the subject of the civil obligation is property, the obligor must adopt necessary measures to take
care of the property and is entitled to demand th e settlement of reasonable expenses [resulting
therefrom].
With respect to property which is in danger of bei ng damaged, the obligor shall have the right to sell
such property and to pay the proceeds from the sale of such property to the obligee after deducting
necessary expenses incurred to take care of and sell such property.
Article 294. Performing the Obligation to Hand Over Objects
1. A person charged with the obligation to hand over an object must take care of and look after the
object until the time of hand over.
2. [In circumstances where] the object to be handed over is a distinctive object, the obligor must hand over that exact object in the same condition as agreed upon; if an object is an object of a
type, then [an object of that type] (63) must be handed over in accordance with the quality and

62. This is a literal translation of the phrase ” ph¢i tháng bŸo cho nhau trong mæt théi gian hìp lû “. It is not
clear if notice must be given within a reasonable period of time or if notice of a reasonable length of time
must be given.

63. The original Vietnamese text does not make it clear if any object of the same type may be handed over or the exact
object which is one of the type alt hough the former is the logical meaning.

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quantity agreed upon; and if there is no agreem
ent as to the quality, then the objects to be
handed over must be of average quality; if the objec ts come in sets, then [they] must be handed
over in sets.
3. An obligor must bear all expenses related to the hand over of the object, except in circumstances
where otherwise agreed.
Article 295. Performing the Obligation to Pay Monies
1. The obligation to pay monies shall be performed in full, [and] strictly in accordance with the
time, place and method agreed upon.
2. The currency for payment must be the Viet namese Dong, except in circumstances where
otherwise provided by law.
3. In circumstances where it is necessary to c onvert foreign currency into Vietnamese Dong, the
buying rate of [that] foreign currency in resp ect of Vietnamese Dong announced by the State
Bank at the time of payment shall apply, if not otherwise agreed.
4. The obligation to pay monies shall include intere st payments, if so agreed or provided by law.
The interest payment shall be calculated only on the principal, except in circumstances where
otherwise agreed or where the law provides otherwise.
Article 296. Performing the Obligation to Perform a Task or to Refrain from Performing a Task
1. The obligation to perform a task is an oblig ation according to which the obligor must perform
such task.
2. The obligation to refrain from performing a task is an obligation according to which the obligor
is prohibited from performing that task.
Article 297. Performance of Civil Obligations in Stages
(64)
A civil obligation may be performed in stages, if so agreed or provided by law.
The delayed performance of one stage of an obligati on [which is performed in stages] shall also be
considered a delayed performance of an obligation.
Article 298. Performing Civil Obligations Through a Third Party
Upon the obligee’s consent, the obligor may authorise a third party to perform the civil obligation on its
behalf, but the [obligor] shall still remain accountable to the obligee if the third party does not perform or
improperly performs the civil obligation.
Article 299. Performing Conditional Civil Obligations
In circumstances where the parties have agreed upon the conditional performance of a civil obligation,
the obligor must perform [the obligation] when such condition(s) arises.
Article 300. Performing Civil Obligations with Subjects of Choice
A civil obligation with a subject of choice shall be an obligation whose subject is one of several different
properties or tasks from which the obligor may choose, except in circumstances where [it is agreed that] or where the law provides that the right to choose is reserved for the obligee
(65).
In circumstances where there remains only one prope rty or one task, the obligor shall hand over that
property or perform that task
(66).

64. The Vietnamese term used here is ” ÑÙnh kü” which is “periodic” in English if translated literally. However,
the English term “in stages” is mo re appropriate in this context.

65. Similar to an indeterminate obligation in common law jurisdictions.
66. Similar to a determinate obligation in common law jurisdictions.

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Article 301. Performing a Substitutable Civil Obligation

A substitutable civil obligation shall be an obligation in which if the obligor fails to perform the original
obligation, he/she may perform a different obligati on that has been agreed upon as a substitute for the
original obligation.
Article 302. Performing a Civil Obligation Accompanied by a Penalty
(67)
A civil obligation accompanied by a penalty shall be an obligation in which the parties may agree that
the obligor must pay the obligee a monetary penalty if the obligation is not performed or is performed
improperly.
The person who has submitted the m onetary penalty must still perform the obligation and compensate
for damage, except in circumstances where ot herwise agreed or stipulated by law.
Article 303. Performing Civil Obligations Severably
In circumstances where several persons must jointly perform a civil obligation with each person having a
clearly defined portion of the obligation which is severable from the other persons, then each person
shall only have to perform his/he r own portion of the obligation.
Article 304. Performing a Joint Civil Obligation
1. A joint civil obligation is an obligation whic h must be performed by several persons and the
obligee may request any one of the obligors to perform the obligation in its entirety.
2. A joint obligation arises by agreement among the parties or as stipulated by law.
3. In circumstances where one person [i.e. one obli gor] has performed the obligation in its entirety,
such person shall have the right to demand the other joint obligor to settle payment for their
share of the joint obligations w ith respect to such [obligor].
4. In circumstances where the obligee has alread y designated one person from among the joint civil
obligors to perform the entire obligation, but afterw ards grants an exemption to that person, then
the remaining persons [obligors] shall also be exempted from performing the obligation.
5. In circumstances where the obligee exempts onl y one from among the joint obligors with respect
to the joint civil obligations from performing its own portion of the obligation, the remaining
persons [obligors] must still jointly perfo rm their own shares of the obligations.
Article 305. Performing a Civil Obligation for Joint Obligees
1. A joint right shall arise by agreement of the parties or as stipulated by law.
2. Each person from among the joint obligees ma y demand the obligor to perform the civil
obligation in its entirety.
3. The obligor may perform his/her obligation with respect to any person from among the joint
obligees.
4. In circumstances where one of the joint ob ligees exempts an obligor from performing that
portion of the obligation [owed] to that [obligee] , the obligor still has to perform the remaining
obligation [owed] to the other joint obligees.
Article 306. Performing Divisible Civil Obligations
(68)
1. A divisible civil obligation is an obligation in wh ich the subject of the obligation is a divisible
subject or a task which can be divide d into parts for performance purposes.

67. A penal obligation.
68. The Vietnamese phrase is ” nghØa vò dÄn sú phÄn chia Ñõìc theo phÈn ” which is “civil obligations divisible
into parts”, if translated literally.

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2. The obligor may perform the obligation part by
part, except in circumstances where otherwise
agreed.
Article 307. Performing Indivisible Civil Obligations
1. An indivisible civil obligation is an obligati on in which the subject of the obligation is an
indivisible subject or a task which must be performed at one time.
2. In circumstances where several persons must perform an indivisible obligation, they must
perform the obligation at the same time.

Section 3
CIVIL LIABILITY
Article 308 . Civil Liability Arising From Breach of Civil Obligations
1. An obligor who fails to perform or improperl y performs an obligation must bear civil liability
with respect to the obligee.
2. In circumstances where an obligor cannot pe rform an obligation due to an event of force
majeure, he/she shall not bear civil liability, ex cept in circumstances where otherwise agreed or
otherwise provided by law.
3. The obligor shall not bear civil liability, if the failure to perform the obligation is due entirely to
the fault of the obligee.
Article 309 . Fault in Civil Liability
1. A person who does not perform or improperly performs a civil obligation must bear civil liability if he/she is at fault either intentiona lly or unintentionally, except in circumstances where
otherwise agreed or otherwise provided by law.
2. Intentionally causing damage shall be a situation in which a person is fully aware that his/her act
will cause damage to other pers ons but nevertheless performs the act, whether he/she wishes or
does not wish [to cause damage], but [he/she] allows
(69) the damage to occur.
Unintentionally causing damage shall be a situ ation in which a person does not foresee that
his/her act is capable of causing damage, a lthough he/she must know or may know that the
damage would occur or foresees that his/her act is capable of causing damage but believes that
the damage would not occur or can be prevented.
3. The [burden] of proving no fault shall be unde r the obligation of the person who breaches the
civil obligation.
Article 310 . Liability to Compensate for Damage
1. The liability to compensate for damage shall include the liability to compensate for material
damage and the liability to compensate for mental suffering
(70).
2. The liability for compensating for material da mage shall be the responsibility to make up for
actual material losses caused by the party in br each which can be calculated in monetary terms
and includes loss of property, expenses to pr event or mitigate damage [and] actual loss or
reduction of income.
3. A person causing mental suffering
(71) to a person by infringing upon the life, health, honour,
dignity [and] reputation of another person
(72) must provide monetary compensation to the injured

69. See footnote to Article 148(2).
70. See footnote to Article 27(3).
71. See footnote to Article 27(3).

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Clifford Chance and Baker & McKenzie 66
person in addition to terminating the violating
acts, making a public apology [and] effecting a
public retraction.
Article 311 . Liability for Failure to Perform th e Obligation to Hand Over Objects
1. When a person is charged with an obligati on to hand over a distinctive object, the obligee is
entitled to demand that the obligor hand over that ex act object; if the object no longer exists or is
damaged, [the obligor] must pay the value of the object and compensate for damage.
2. In circumstances where the obligor fails to pe rform the obligation to hand over objects of a type,
[the obligor] must pay the value of the object and compensate for damage
(73).
Article 312 . Liability for Failure to Perform an Obligation to Perform a Task or to Refrain
from Performing a Task
1. In circumstances where an obligor fails to perform a task which [he/she] must perform the
obligee may perform the task him/herself or assign its performance to another person and
demand the obligor to pay for all expenses in curred [therefrom] and compensate for damage.
2. In circumstances where a person is charged with an obligation to refrain from performing a task
but nevertheless performs such task, the obligee is entitled to demand the obligor to terminate
such performance, restore [the subject of the performance] to the initial condition and
compensate for damage.
Article 313 . Liability for Delayed Performance of Civil Obligations
1. When the performance of a civil obligation is de layed, the obligee may extend [the time limit] to
allow the obligor to fulfil the obligation; if th is time limit has expired and the obligation remains
unfulfilled, then at the request of the obligee, the obligor must still perform the obligation and
compensate for damage; if the performance of the obligation is no longer necessary to the
obligee, [the obligee] shall have the right to re fuse to accept the performance of the obligation
and demand compensation for damage.
2. In circumstances where the obligor delays ma king payments, [the obligor] must pay interest on
the unpaid amount at the interest rate for overdue loans stipulated by the State Bank of Vietnam
corresponding to the period of delayed payment [as] at the time of payment, except in
circumstances where otherwise agreed or otherwise stipulated by law.
Article 314. Liability for Delayed Acceptance of the Performance of a Civil Obligatio
n
An obligee who has delayed the acceptance of the perfo rmance of a civil obligation must compensate the
obligor for damage and shall bear all the risks ar ising as from the time of delaying the acceptance except
in circumstances where otherwise agreed or otherwise stipulated by law.

Section 4
TRANSFER OF THE RIGHT TO DEMAND AND TRANSFER OF OBLIGATIONS
Article 315 . Transfer of the Right to Demand
1. A person holding the right to demand the performance of a civil obligation may transfer that right to another person (referred to as a “successor”
(74)) through a contract, except in the
following circumstances:

72. This is a literal translation. The original text uses the term “another person” twice and it is unclear if this refers to the
same person.

73. This is a literal translation. Cf. Article 294( 2). Article 311(2) appears to be inconsistent.
74. The Vietnamese term is “ngõéi thÆ quyËn”, or literally, person who succeeds the right.

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a. The right to demand is connected with
the personal [rights] of the person holding the
rights
(75), including the right to demand support payment and to demand compensation
for damage resulting from infringements against life, health, honour, dignity [and] reputation;
b. The parties have agreed that the right to demand may not be transferred; [and] c. Other circumstances in which the law has stipulated that the right to demand may not be transferred.
2. When the person holding the right to demand tr ansfers the right to demand to a successor, the
successor shall become the person holding the right to demand.
The transferor of the right must notify the obligor in writing of the transfer of the right to demand. The transfer of the right does not require the consent of the obligor, excep
t in
circumstances where otherwise agreed or otherwise stipulated by law.
Article 316. Form of Transferring the Right to Demand
The transfer of the right to demand may be expressed in writing or orally. In circumstances where the
law provides that the transfer of the right to demand must be expressed in writing, notarised by a State
notary public or authenticated by the competent Pe ople’s Committee or registered with the competent
State authority, then such provisions must be complied with.
Article 317. Obligation to Provide Information and Transfer Documents
The transferor of the right to demand must provide necessary information [and] transfer the relevant
documents to the successor.
Article 318. Non-liability After Transferring the Right to Demand
The transferor of the right to demand shall bear no liability regarding the capability of the obligor to
perform the obligation, except in ci rcumstances where otherwise agreed.
Article 319. Transfer of the Right to Demand Involving Measures to Secure the Performance of a Civil Obligation
In circumstances where the right to demand the pe rformance of a civil obligation involving security
measures, the successor shall also en joy such security measures upon the transfer of the right to demand.
Article 320 . The Obligor’s Right of Refusal
1. In circumstances where the obligor is not notif ied in writing of the transfer of the right to
demand or the successor does not produce documents evidencing the transfer of the right to
demand, the obligor shall have the right to refuse to perform the obligation with respect to the
successor.
2. In circumstances where the obligor is not notified of the transfer of the right to demand and has already fulfilled the obligation with respect to the transferor of the right [to demand], the
successor may not demand the obligor to perform the obligation with respect to the successor.
Article 321. Transfer of Obligations
1. The obligor may transfer the obligation to other persons (hereinafter referred to as the
“replacement obligor”
(76)), if consented to by the obligee, except in circumstances where the
obligation is connected with the personal [rights] of the obligor or where the law provides that
such obligation shall not be transferred.

75. In previous sections of this Code translated as the “obligee”.
76. The Vietnamese term ” ngõéi thÆ nghØa vò”, means literally, “person succeeding the obligation” .

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2. When the obligor transfers the obligation to
the replacement obligor, the replacement obligor
shall become the obligor.
Article 322. Forms of Transferring Obligations
The transfer of an obligation shall be expressed in writing. In circumstances where it has been agreed or
the law provides that the transfer of the obligati on must be notarised by the State notary office or
certified by the competent People’s Committee or regi stered with the competent State authority, then
such provisions must be complied with.
Article 323. Transfer of Obligations Which Contain Measures to Secure Performance
Where a secured obligation is transferred, the security measures shall terminate, if not otherwise agreed.
Section 5
SECURITY FOR THE PERFORMANCE OF CIVIL OBLIGATIONS
I. GENERAL PROVISIONS
Article 324. Measures to Secure the Performance of Civil Obligations
1. The measures for securing the performance of a civil obligation shall include the following:
a. Pledge of property;
b. Mortgage of property;
c. Execution deposit
(77);
d. Security deposit;
e. Escrow deposit;
f. Guarantee; [and] g. Penalties for violations.
2. In circumstances where the parties have agr eed upon or the law contains provisions on security
measures, the obligor must implement those security measures.
Article 325. The Scope of Security for the Performance of Civil Obligations
A civil obligation may be fully or partially secured as agreed or as stipulated by law; if there is no
agreement upon or the law does not stipulate the scope of the security, the obligation shall be considered
fully secured, including the obligation to pa y interest and to compensate for damage.
Article 326. Objects to Secure the Performance of a Civil Obligation
Objects to secure the performance of a civil obligation must be under the ownership rights of the
securing party and be permitted for transaction.
Article 327. Monies [and] Papers Which Can Be Valued in Terms of Money Used to Secure the
Performance of a Civil Obligation
1. Monies used to secure the performance of a ci vil obligation must be Vietnamese Dong, except in
circumstances where the law otherwise provides.
2. Bonds, share certificates, promissory notes and other papers which can be valued in terms of
money which are permitted for transaction may be used to secure the performance of a civil
obligation.
Article 328. Property Rights Used to Secure the Performance of a Civil Obligation
Property rights under the ownership of the securing part y may be used to secure the performance of a
civil obligation if such rights may be valued in mone tary terms, are not in dispute and are permitted for
transaction.

77. The Vietnamese term is ” ÑÃt cÚc” which is normally translated as “deposit “. For the sake of clarity the term
“execution deposit” is used to distinguish this type of deposit from security deposit and escrow deposit.

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Land use rights may be mortgaged to secure the perfo
rmance of a civil obligation in accordance with the
provisions of this Code and the laws on land.
II. PLEDGE OF PROPERTY
Article 329. Pledge of Property
1. A pledge of property is the hand over by the obligor of property which is moveable property in
the ownership of the obligor to the obligee for th e purpose of securing the performance of a civil
obligation; if the ownership rights to the pledge d property have been registered, the parties may
agree that the pledgor holds the pledged pr operty or assigns a third party to hold it.
Property rights which are permitted for transaction may also be pledged.
2. Property over which ownership rights have been registered in accordance with the provisions of
law may be pledged to secure the performance of se veral civil obligations, if [its] value is greater
than the total value of the secured obligations, except in circumstances where otherwise agreed
or otherwise stipulated by law.
Article 330. Form of Pledges of Property
1. A pledge of property must be e xpressed in writing, either in a separate document or stated within
a principal contract, and in which the type, quantity, quality and value of the property, the
duration of the pledge and the manner for dispos ing of the pledged property shall be clearly
stated.
2. The pledge document must be notarised by the State notary public or authenticated by the competent People’s Committee, if so agreed or s tipulated by law. With respect to property for
which the law prescribes the registration of the ow nership rights, the pledge of the property must
also be registered.
Article 331. Duration of Pledges of Property
The duration of a pledge of property shall be determ ined according to the duration for the performance
of the civil obligation secured by the pledge.
Article 332. Obligations of the Pledgor
The pledgor shall have the following obligations:
1. Hand over the pledged property to the pledgee as agreed; if there are documents evidencing the
ownership rights to the pledged property, the originals thereof shall be surrendered to the
pledgee, except in circumstan ces where otherwise agreed;
2. Notify the pledgee of third party rights with respect to the pledged property, if any;
3. Register the pledge if the ownership rights to the pledged property must be registered according
to the provisions of law;
4. Pay the pledgee expenses necessary for taki ng care of and looking after the pledged property,
except in circumstances where otherwise agreed; [and] 5. In circumstances where [the pledgor] still holds the pledged property, the pledgor must take care
of it, refrain from selling, exchanging, giving as a gift, leasing, [or] bailment of [that property] and may only use the pledged property if the ple dgee gives its consent thereto; if the pledged
property is in danger of losing its value or depr eciating in value as a result of such use, the
pledgor may not continue such use if so requested by the pledgee.
Article 333. Rights of the Pledgor
The pledgor shall have the following rights:
1. Demand that the pledgee suspend the use of th e pledged property if such use puts the pledged
property in danger of losing its va lue or depreciating in value;

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2. Demand that the pledgee holding the pledged
property or the third party holding the pledged
property returns the pledged property after the ob ligation has been fulfilled; if the pledgee has
received only the documents evidencing the owne rship rights to the pledged property, [the
pledgor] may demand the return of such documents; [and] 3. Demand that the pledgee holding the pledged property or the third party holding the pledged
property compensates for damage caused to the pledged property.
Article 334. Obligations of the Pledgee
The pledgee shall have the following obligations:
1. Take care of and look after the propert y as if it were his/her own property;
2. Refrain from selling, exchanging, giving as a gi ft, leasing, [or] the bailment of the pledged
property; [and] may not use the pledged prope rty to secure the performance of another
obligation;
3. May not exploit the utility [or] enjoy the fru its [or] income [generated] from the pledged
property without the consent of the pledgor;
4. Return the pledged property upon the terminati on of the obligation which is secured by the
pledge or when permitted to replace [such pl edge] by other security measures; [and] 5. Compensate the pledgor for damage if the pledged property is lost or damaged.
Article 335. Rights of the Pledgee
The pledgee shall have the following rights:
1. Demand that the person illegally possessing or us ing the pledged property return the property;
2. Demand that the pledgor register the pledge, if the pledged property must have its ownership
rights registered according to the provisions of law;
3. Demand the disposal of the pledged property in accordance with the methods agreed upon or as
provided by law in order to fulfil the obligation if the pledgor fails to perform or improperly
performs the obligation;
4. Exploit the utility [and] enjoy the fruits and/or income [generated] from the pledged property, if
so agreed; [and] 5. Be reimbursed for reasonable expenses incu rred to take care of the pledged property upon
returning the pledged property to the pledgor.
Article 336. Obligations of Third Parties Holding Pledged Property
A third party holding a pledged property must fulfil the obligations stipulated in Article 334 of this Code.
Article 337. Rights of Third Parties Holding Pledged Property
A third party holding a pledged propert y shall have the following rights:
1. Receive remuneration and be re imbursed for expenses incurred to take care of the property as
agreed upon; [and] 2. Exploit the utility and enjoy the fruits [and] inco me [generated] from the pledged property, if so
agreed.
Article 338. Pledge of Property Rights
In circumstances where property rights are pledge d, the pledgor shall hand over to the pledgee
documents evidencing the property rights and must in form the obligor regarding the pledge of such
property rights.
Article 339. Substitution and Repair of Pledged Property
1. The pledgor may only substitute [other property for] the pledged property with the consent of
the pledgee, if not otherwise agreed.

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2. Where the pledged property is damaged, the pl
edgor must repair the pledged property within a
reasonable period of time or substitute the pledge d property with other property of comparable
value, if not otherwise agreed.
Article 340. Cancellation of a Pledge of Property
The pledge of property may be cancelle d if consented to by the pledgee.
Article 341. Disposal of Pledged Property
When the obligation has become due for performance and the pledgor has failed to perform or has not
performed the obligation in accordance with the agreement, the pledged property may be disposed of in
accordance with the methods agreed upon or may be auctioned in fulfilment of the obligation. The
pledgee shall have priority for settlement of paym ent from the proceeds of the sale of the pledged
property, after deducting the expenses for ta king care of [and] auctioning the property.
Article 342. Pledging Property to Secure the Performance of Several Obligations
1. In circumstances where one property is pledged to secure the performance of several obligations,
each pledge must be established in writing and th e pledge must be registered in accordance with
the provisions of Article 330 of this Code.
2. In circumstances where the property must be di sposed of in order to fulfil an obligation which
has become due, other obligations, which have not become due, shall be deemed due. The order
of settlement priority shall be determined acco rding to the order in which the pledges were
recorded.
Article 343. Termination of Pledges of Property
The pledge of property shall terminate in the following circumstances:
1. The civil obligation secured by the pledge has ended
(78);
2. The pledge has been cancelled or substitute d with another security measure; [and/or] 3. The pledged property has been disposed of in accordance with the provisions of Article 341 or
Clause 2 of Article 342 of this Code.
Article 344. The Return of Pledged Property
When the pledge of the property is terminated in accordance with the provisions of Clauses 1 and 2 of
Article 343 of this Code, the ple dged property [and] documents eviden cing the ownership rights shall be
returned to the pledgor. Fruits [and] income received from the pledged property must also be returned to
the pledgor, if not otherwise agreed.
Article 345. Pledge of Property at Pawn Shops
The pledge of property at a pawn shop shall be pe rformed in accordance with the provisions of Articles
329 to 344 of this Code and other legal documents
(79) regarding the activities of pawn shops.

III. MORTGAGES OF PROPERTY
Article 346. Mortgages of Property
1. A mortgage of property is the use by th e obligor of an immoveable property under the
ownership of the obligor to secure the pe rformance of an obligation to the obligee.
Fruits and income and other rights arising from the mortgaged immoveable property shall
[constitute part of
(80)] the mortgaged property, if agreed upon or stipulated by law.

78. The Vietnamese text use term ” chÇm döt” which is “to terminate” or end.
79. See footnote to Article 3.
80. The Vietnamese original uses the phrase is ” thuæc t¡i s¢n thÆ chÇp” which means “belong to the
mortgaged property”.

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In circumstances where an entire immoveable property containing auxiliary objects is
mortgaged, the auxiliary objects of the immoveab le property shall also [constitute part of] the
mortgaged property.
In circumstances where a portion of the immoveable property containing auxiliary objects is mortgaged, the auxiliary objects shall only [constitu te part of] the mortgaged property if agreed.
2. The immoveable mortgaged property shall be kept by the mortgagor, except in circumstances
where the parties agree that the mortgagee or a third party shall keep [the mortgaged property].
3. An immoveable property for which ownership ri ghts have been registered may be mortgaged to
secure several civil obligations if its value is greater than the total value of the secured
obligations, except in circumstances where othe rwise agreed or otherwise provided by law.
4. The mortgage of land use rights is regulated by the provisions of Articles 727 to Article 737 of
this Code.
Article 347. Forms of Mortgages of Property
1. A property mortgage must be made in writing, e ither in a separate document or stated within a
principal contract, and must be notarised by the State notary public or authenticated by the
competent People’s Committee if so agreed or stipulated by law.
2. A mortgage must be registered if the owners hip rights of the immoveable property have been
registered.
Article 348. Duration of Mortgages
The duration of a property mortgage shall be determ ined according to the duration of performance of the
civil obligation secured by the mortgage.
Article 349. Mortgages of Properties Currently Being Leased
A property which is currently being leased may also be mortgaged. Fruits and income received from the
lease shall [constitute part of] the mortgaged prope rty, if so agreed or stipulated by law.
Article 350. Mortgages of Insured Property
In circumstances where the mortgaged property is insu red, the insurance coverage shall [constitute part
of ] the mortgaged property.
Article 351 . Obligations of Mortgagors of Property
A mortgagor shall have the following obligations:
1. Register the property mortgage in accordance with the provisions in Clause 2 of Article 347 of this Code; inform the mortgagee of third party ri ghts with respect to the mortgaged property[, if
any];
2. Inform each of the subsequent mortgagees of the previous mortgages of the property;
3. Hand over the documents relating to the mo rtgaged property to the mortgagee; [and] 4. In circumstances where the mortgagor still holds the mortgaged property, [the mortgagor] must:
a. Take care of and look after the mortgaged property;
b. Adopt necessary remedial measures, incl uding cessation of the exploitation of the utility
of the mortgaged property, if the mortgaged property is in danger of losing its value or
depreciating in value due to such exploitation; [and] c. Refrain from selling, exchanging the mort gaged property, [or] giving [the mortgaged
property] as a gift, except in the circumstances stipulated in Article 358 of this Code.
Article 352. Rights of Mortgagors of the Property
The mortgagor of a property shall have the following rights:
1. Exploit the utility and enjoy the fruits and income received from the property, except in
circumstances where the fruits and income also [c onstitute part of] the mortgaged property, if the
mortgaged property is kept by the mortgagor;

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2. Lease, [effect the] bailment [of], or use th
e mortgaged property to secure the performance of
other obligations, if so agreed or stipulated by law;
3. Reclaim the mortgaged property held by the mo rtgagee or a third party when the obligation is
terminated or is secured by other measures.
Article 353. Obligations of Mortgagees of Property
The mortgagee of a property shall have the following obligations:
1. Return to the mortgagor the documents to the mortgaged property upon termination of the
mortgage in circumstances where the mortgagee only holds the mortgage documents but not the
mortgaged property;
2. In circumstances where the mortgagee holds the mortgaged property and the mortgage documents, [the mortgagee] must:
a. Take care of and look after the mortgaged property as if it were [the mortgagee’s] own
property; [and] compensate for damage if [the mortgagee] causes the mortgaged
property to lose its value or depreciate in value;
b. Be subject to the restrictions on immoveab le properties as stipulated in Article 270 to
Article 284 of this Code;
c. Refrain from continuing to exploit the u tility of the mortgaged property in accordance
with the request of the mortgagor, if there is a danger that the property will lose its value
or depreciate in value if its exploitation continues; [and] d. Return the mortgaged property and the documents in connection with the mortgaged
property when the mortgagor fulfils the obliga tion or when [the obligation] is secured
by other measures.
Article 354. Rights of Mortgagees of a Property
The mortgagee of a property shall have the following rights:
1. Exploit the utility and enjoy the fruits and income received from the property as agreed;
2. Demand that persons illegally possessing or using [the mortgaged property] return the
mortgaged property [in circumstances wher e the property is illegally possessed or used
(81)];
[and] 3. Demand the disposal of the mortgaged property in accordance with the provisions of Article 359
or Clause 2 of Article 360 of this Code and enjoy priority in the settlement of payments.
Article 355. Obligations of Third Parties Holding a Mortgaged Property
A third party holding a mortgaged propert y shall have the following obligations:
1. Take care of and look after the mortgaged prope rty as if it were its own property; compensate
for damage if he/she causes the mortgaged property to lose its value or to depreciate in value;
2. Refrain from continuing to exploit the utility of the mortgaged property, if there is a danger that
the property will lose its value or depreciate in value if its exploitation continues; [and] 3. Return the mortgaged property to the mortgagee or mortgagor as agreed upon.
Article 356. Rights of Third Parties Holding a Mortgaged Property
A third party holding a mortgaged prope rty shall have the following rights:
1. Exploit the utility and enjoy the fruits recei ved from the property, if so agreed; [and] 2. Receive remuneration and have payments settle d for expenses incurred in taking care of and
looking after the mortgaged property, except in circumstances where agreed otherwise.

81. This is a literal translation of the Vietnamese text although it appears to be an unnecessary repetition.

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Article 357. Substitution and Repair of Mortgaged Property

1. The mortgagor may only substitute the mo rtgaged property [with another property] upon
obtaining the mortgagee’s consent, if not otherwise agreed.
2. Where the mortgaged property is damaged, th e mortgagor must repair the mortgaged property
within a reasonable period of time or substitute the mortgaged property with another property of
comparable value, if not otherwise agreed.
Article 358. Changing a Mortgage to a Guarantee
In circumstances where the mortgaged property is sold, exchanged or given as a gift, the buyer,
exchanger or gift recipient becomes the guarantor if it is consented to by the mortgagee and the buyer,
exchanger or gift recipient.
Article 359. Disposal of Mortgaged Property
In circumstances where the time to perform the ob ligation becomes due and the mortgagor fails to
perform the obligation or improperly performs the ob ligation, the mortgagee shall have the right to
request an auction of the mortgaged property in orde r to perform the obligation, except in circumstances
where otherwise agreed.
The mortgagee has priority in the settlement of paym ent from the proceeds of the sale of the mortgaged
property after deducting expe nses for taking care of and auctioning the property.
Article 360. Mortgage of a Property to Ensure the Performance of Several Obligations
1. In circumstances where an immoveable pr operty, for which ownership rights have been
registered, is mortgaged in order to ensure the performance of more than one obligation, each
mortgage must be established in writing and the mortgage must be registered in accordance with
the provisions of Clause 2 of Article 347 of this Code.
2. In circumstances where a mortgaged property must be disposed of in order to perform an obligation which has become due, other obligations which have not become due shall be deemed
due. The order of settlement priority shall be determined according to the order in which the
mortgages were recorded.
Article 361. Cancellation of Property Mortgage
The mortgage of a property may be cancelled if the mortgagee consents to it, except in circumstances
where the law otherwise provides.
Article 362 . Termination of a Property Mortgage
The mortgage of a property shall terminate in the following circumstances:
1. The obligation which is secured by the mortgage has been performed;
2. The mortgage of the property is cancelled or substituted with another security measure; [or] 3. The mortgaged property has been disposed of in accordance with the provisions in Article 359
or in Clause 2 of Article 360 of this Code.
When a mortgage is terminated, the competent State au thority which registered the mortgage shall certify
the discharge of the mortgage.

IV. EXECUTION DEPOSITS
Article 363. Execution Deposits
1. Execution deposits shall be an act whereby one party hands over a sum of monies, precious
metals, gemstones or other valuable objects (re ferred to as “execution deposit property”) to
another party for a period of time to secure the entering into or performance of a civil contract.
Execution deposits must be established in writing.

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2. In circumstances where the contract is entere
d into or performed, the execution deposit property
shall be returned to the depositor or credited to ward the performance of an obligation to make
payments
(82); if the depositor refuses to enter into [or] perform the contract, the execution
deposit property shall belong to the deposit recipient; if the deposit recipient refuses to enter into
[or] perform the contract, he/she must retu rn the execution deposit property to the depositor
and
(83) an amount equivalent to the value of the execution deposit property, except in
circumstances where agreed otherwise.

V. SECURITY DEPOSITS
Article 364. Security Deposits
1. Security deposits shall be an act whereby a party leasing property which is a moveable property
hands over a sum of monies, precious metals, gems tones or other valuable objects (referred to as
“security deposit property”) to the lessor for a peri od of time to secure the return of the leased
property.
2. In circumstances where the leased property ha s been returned, the lessee is entitled to reclaim
the security deposit property after deducting the re ntal; if the lessee does not return the leased
property, the lessor is entitled to reclaim the leas ed property; if the leased property is no longer
available to be returned, the security deposit property shall belong to the lessor.

VI. ESCROW DEPOSITS
Article 365. Escrow Deposits
1. Escrow deposits shall be an act whereby an obligor deposits a sum of monies, precious metals,
gemstones or other papers which can be valued in terms of money into an escrow account at a
bank to secure the performance of an obligation.
2. In circumstances where the obligor does not pe rform or improperly performs the obligation, the
obligee is entitled to payment and compensation for damage caused by the obligor from the
bank where the account is held, after deducting the bank service charges.
3. The formalities for making deposits and settling pa yments shall be stipulated by the laws on
banking activities.

VII. GUARANTEES
Article 366. Guarantees
1. A guarantee shall be an act whereby a third part y (referred to as the “guarantor”) undertakes with
the obligee (referred to as the “beneficiary”) to perform an obligation on behalf of the obligor
(referred to as the “principal”
(84)), if the [obligation] becomes due and the principal fails to
perform or improperly performs the obligation. Th e parties may also agree that the guarantor

82. The original Vietnamese text translates literally as “deducted in order to perform the obligation to make
payment”.

83. The Vietnamese text uses the word ” v¡” which means “and”; It is unclear whether the intention of the
drafters was the use of the word “or”, otherwise the penalty for cancelling the undertaking would be
enormous: repayment of t he deposit plus compensation for an amount equivalent to the value of the
deposit.

84. A literal translation of the Vietnamese term “ngõéi Ñõìc b¢o l£nh” would be “person who is guaranteed” or
“guaranteed person”.

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shall only be [obliged] to perform the obligation [i
f] the principal is incapable of performing its
obligation.
2. The guarantor may only guarantee with property under its ownership or by the performance of a
task.
Guarantees by “pledge of trust”
(85) by a socio-political organisation shall be effected according
to the provisions in Article 376 of this Code.
Article 367. Form of Guarantees
A guarantee must be made in writing [and] notarised by a State notary public or authenticated by the
competent People’s Committee, if so agreed or stipulated by law.
Article 368. Scope of Guaranties
A guarantor may undertake to guarantee the entire obliga tion or a part of the obligation on behalf of the
principal.
The guarantee obligation includes interest on the pr incipal, penalties and monetary compensation for
damage, except in circumstances where agreed otherwise.
Article 369. Remuneration
The guarantor shall be entitled to receive remunerati on, if so agreed upon between the guarantor and the
principal or if so stipulated by law.
Article 370. Joint Guarantors
When more than one person undertakes to guarantee an obligation, they must jointly perform the
guarantee, except in circumstances where it is agreed that or the law provides that the guarantee shall be
in independent shares; the obligee may demand that any one of the joint guarantors perform the
obligation in its entirety.
Where one of the joint guarantors has performed the entire obligation on behalf of the principal, [that
guarantor] shall have the right to demand that the ot her guarantors perform their shares of the obligation
with respect to that guarantor.
Article 371. Relationship Between the Guarantor and the Beneficiary
1. The beneficiary may not demand that the guara ntor perform the obligation on behalf of the
principal [if] the obligation has not yet become due.
2. The guarantor does not have to perform the guarantee obligation in circumstances where the
beneficiary can offset the obligation with the principal.
Article 372. The Guarantor’s Right to Demand
When the guarantor has fulfilled its obligation, the guarantor shall have the right to demand that the
Principal perform his/her obligation with respect to th e guarantor within the scope of the guarantee, if not
otherwise agreed.
Article 373 . Waiver of the Performance of Guarantee Obligations
1. In circumstances where the beneficiary waiv es the guarantor’s obligation to perform, the
principal still has to perform the obligation w ith respect to the beneficiary, except in
circumstances where agreed otherwise or wher e the law provides that the guarantee obligation
must be performed jointly.
2. In circumstances where one person from am ong the joint guarantors is relieved from the
performance of his/her portion of the guarantee oblig ation, the other [joint guarantors] must still
perform their share of the guarantee obligation.

85. The original Vietnamese term used here is ” tÏn chÇp” which may be literally tran slated as “pledge of trust”
or “trust collateral”
.

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Article 374. Cancellation of a Guarantee

A guarantee may be cancelled if the beneficiary consen ts thereto, except in circumstances where the law
stipulates otherwise.
Article 375. Termination of a Guarantee
A guarantee shall terminate in the following circumstances:
1. The obligation secured by the guarantee terminates;
2. The guarantee is cancelled or is s ubstituted by other security measures;
3. The guarantor has fulfilled the guarantee obligation; [or] 4. The guarantor dies, [or] the juridical person guaranteeing [the obligation] ceases to exist.
Article 376. Guarantee by “Pledge of Trust” by Socio-political Organisations
1. Socio-political organisations of a locality ma y guarantee obligations by way of “pledge of
trust”
(86) in order for poor individuals and households to borrow small sums from banks or credit
institutions for purposes of production, business [or] provision of services in accordance with the
regulations of the Government.
2. A loan involving a guarantee by “pledge of trus t” must be made in writing which shall clearly
state therein the loan amount, purpose of the loan , term of the loan, interest rate, rights,
obligations and responsibilities of the borrower, the lending bank [or] credit institution and the
guaranteeing organisation.

VIII. PENALTIES FOR BREACH
Article 377. Penalties for Breach
1. A penalty for breach is a measure to secure the performance of an obligation which shall be
applied in accordance with an agreement or as stipulated by law, and according to which the
party breaching an obligation shall pay a certain sum of money to the party whose rights were
breached
(87).
2. Agreements on the penalties for breach must be made in writing and may be a separate
document or written in the main contract.
Article 378. Amount of Penalties for Breach
The penalty amount may be a fixed sum of money or ma y be calculated as a percentage of the value of
the breached obligation, but [the maximum] sha ll not exceed 5% [of the value of the breached
obligation].
Article 379. Relationship Between Penalt y for Breach and Compensation for Damage
1. The parties may agree that the party breaching the obligation must pay only a monetary penalty
for breach and shall not compensate for damage, or [must pay] both the monetary penalty for
breach and compensation for damage; if there ar e no prior agreements as to the level of
compensation for damage, then compensation must be rendered for the entirety of the damage.
2. Where the parties have agreed on the electi on of penalties for breach or compensation for
damage, then the right to elect shall bel ong to the party whose rights were breached
(88).

86. See footnote to Article 366 (2).
87. The Vietnamese original uses the phrase ” bÅn cÜ quyËn bÙ vi phŠm” which means literally “party whose
rights were breached” or the in jured or non-breaching obligee.

88. See to previous footnote to Article 377 (i).

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3. In circumstances where the parties have agr
eed or the law contains provisions on penalties for
breach, but the parties have not agreed and
(89) the law does not contain provisions on
compensation for damage, the party in br each is only required to pay the penalty.

Section 6
TERMINATION OF CIVIL OBLIGATIONS
Article 380. Basis for Termination of Civil Obligations
A civil obligation shall terminat e in the following circumstances:
1. The obligation is fulfilled;
2. In accordance with the ag reement of the parties;
3. The obligee waives the pe rformance of the obligation;
4. The obligation is substitute d by other civil obligations;
5. The obligation is offset;
6. The obligee and the obligor merge into one [entity];
7. The statute of limitations has expired;
8. The obligor, who is an individual, dies or [the obligor], who is a juridical person, ceases to exist
and that obligation must be performed by that particular individual or juridical person;
9. The obligee, who is an individual, dies and such right to demand is not [a part of] the estate of
inheritance or [the obligee], who is a juridical person, ceases to exist and the right to demand
cannot be transferred to another juridical person; [and/or] 10. A distinctive object which is the subject of th e obligation ceases to exist and is substituted by
another civil obligation.
An obligation may also terminate in other circumstances, if the law so stipulates.
Article 381. Fulfilment of Civil Obligations
The civil obligation shall be deemed to be fulfilled when the obligor has performed the obligation in its
entirety.
Article 382. Fulfilment of a Civil Obligation in Circumstances Where the Obligee Delays the
Acceptance of the Subject of the Obligation
1. When the obligee delays the accep tance of the subject of an obligation which is an object, the
obligor must take care of and look after the object or deposit [the object] for safekeeping at a
place of storage and must immediately notify the obligee [thereof]. The party delaying the
acceptance must bear all risks and expenses related to the storage.
The obligation to deposit an object shall be fu lfilled at the moment the object is deposited for
safekeeping, and the quantity [and] quality of wh ich and other conditions as agreed upon by the
parties are ensured.
2. In circumstances where the subject of the obliga tion is monies or papers which can be valued in
terms of money [and] the obligee delays the accep tance of the subject of the obligation, the
obligor may also deposit [the monies or papers which can be valued in terms of money] for
safekeeping at a place of storage and must imme diately notify the obligee thereof; the obligation
is deemed to be fulfilled at the moment it is [deposited] for safekeeping.
Article 383. Termination of a Civil Obligation by Agreement

89. The Vietnamese term used here is “hoÃc” which is “or” in English, but in fact the English term “and” is more
appropriate in this context.

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The parties may agree to terminate a civil obligati
on at any time, but must not cause damage to the
interests of the State, the interests of the public and the legal rights and interests of other persons.
Article 384. Termination of a Civil Obligation Due to the Waiver of the Performance of an Obligation
1. A civil obligation shall terminate when the obligee waives the performance of the obligor’s
obligation, except in circumstances where the law otherwise provides.
2. When an obligation involving security measures is waived, such security [arrangements] shall
also terminate.
Article 385. Termination of a Civil Obligation by Substitution with Another Civil Obl
igation
1. In circumstances where the parties agree to s ubstitute the original civil obligation with another
civil obligation, then the original civil obligation shall terminate.
2. The civil obligation shall also terminate if the obligee has accepted another property or [the
performance of] another task as a substitute for the property or task previously agreed upon.
3. In circumstances where the civil obligation is an obligation to provide [material] support, to
compensate for damage due to infringements agai nst life, health, honour, dignity and reputation,
and other obligations personal [to the obligor] wh ich cannot be delegated to other persons, then
[such obligations] may not be subs tituted with another obligation.
Article 386. Termination of a Civil Obligation Where the Obligation Is Offset
1. In circumstances where two parties have recipro cal obligations with respect to properties of the
same type, then upon the expiration of the time limit [for performing such obligations], they are
not required to perform their obligation to the ot her [party] and the obligations shall be deemed
to have terminated, except in circumstan ces where the law otherwise provides.
2. In circumstances where the values of the prope rties or the tasks are not equivalent, the parties
shall settle the difference in value with each other.
3. Objects having monetary value may be used to offset the obligation to pay monies.
Article 387. Circumstances Where Civil Obligations May Not be Offset
A civil obligation may not be offset in the following circumstances:
1. The civil obligation is in dispute;
2. The obligation is to compensate for damage to life, health, dignity, honour [and] reputation;
3. The obligation is to provide [material] support; [and] 4. Other obligations stipulated by law.
Article 388. Termination of a Civil Obligation When the Obligor and the Obligee Integrate

(90)
The civil obligation of an obligor shall automatica lly terminate when the obligor becomes the obligee
with respect to that particular obligation.
Article 389. Termination of Civil Obligations Due to Expiry of the Statute of Limitations for
Initiating a Legal Action
When a statute of limitations for initiating a legal action ends, the obligation shall terminate; if the statute
of limitations has ended but the obligation is still pe rformed, the obligor shall not have the right to
demand the return of whatever he/she had performed.

90. This term is the literal translation of the Vietnamese term ” hÔa nhºp” which has or broad meaning, including
“merge”, “consolidate” and “affiliate” etc.

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Article 390. Termination of Civil Obligations When the Obligor, Who is an Individual, Dies or
[When the Obligor], Who is a Juridical Person, Ceases to Exist
Where the parties have agreed or the law stipulates that the obligation must be performed by that
particular obligor, but such individual dies or the ju ridical person ceases to exist, then that obligation
shall also terminate.
Article 391. Termination of Civil Obligations When the Obligee, Who is an Individual, Dies or [the Obligee], Who is a Juridical Person, Ceases to Exist
Where the parties have agreed or the law stipulates that the obligation shall be performed only for such
obligee who is the individual or the juridical person, but such individual dies or the juridical person
ceases to exist, then that ob ligation shall also terminate.
Article 392. Termination of Civil Obligations When the Distinctive Object No Longer Exists
The obligation to hand over an object shall terminat e in circumstances where the object to be handed
over is a distinctive object which no longer exists.
The parties may agree on the substitution [of such object] with another object or compensation for
damage.
Article 393. Termination of Civil Obligations in Cases of Bankruptcy
In cases of bankruptcy, a civil obligation shall term inate in accordance with the provisions of laws on
bankruptcy.
Section 7
CIVIL CONTRACTS
I. ENTERING INTO A CIVIL CONTRACT
Article 394. The Concept of Civil Contracts
Civil contracts shall be agreements between the partie s with respect to the establishment, modification or
termination of civil rights and obligations.
Article 395. Principles of Entering into Civil Contracts
The entering into of a civil contract sh all comply with the following principles:
1. Freedom to enter into contracts, [but provided that such entering into] shall not be contrary to
the law and social morality; [and] 2. Voluntariness, equality, goodwill, co-operation, honesty and good faith.
Article 396. Offers to Enter into a Civil Contract
Where a party which proposes to another party to ente r into a contract has clearly stated the principal
contents of the contract and the time for reply, [it] shall not, during the time limit for reply, invite a third
party to enter [into the contract] and shall be liable for his/her offer.
Article 397. The Time Limit for Accepting an Offer to Enter into a Civil Contract
1. Where the offeror specifies a time limit for repl y, the reply of acceptance shall only be effective
if it was made within that time limit; if the o fferor receives the reply [of acceptance] after the
time limit for response has expired, such reply of acceptance shall be deemed a new offer
(91)
from the party late in replying.
2. Where the parties are in direct contact, in cluding conversations by telephone and other means
[of communication], the offeree must forthwith an swer whether he/she/it will accept [the offer] or not, except in circumstances where there is an agreement as to the time limit for response.

91. This is a literal translation. Equivalent to a counter-offe r in common law jurisdictions which destroys the initial offer.

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3. In circumstances where the reply is by mail,
the time of reply shall be the date it was posted
according to the postmarked date.
Article 398. Conditions to Modify or Revoke an Offer to Enter into a Civil Contract
The offeror may modify or revoke the offer in the following circumstances:
1. The offeree has not received the offer; [and/or] 2. The offeror had clearly stated the conditions for modifying or revoking the offer.
Article 399. Termination of an Offer to Enter into a Civil Contract
1. An offer to enter into a civil contract shall terminate in the following circumstances:
a. The offeree rejects the offer or is late in giving a reply of acceptance; [and/or] b. The time limit for acceptance has expired.
2. When the offeror modifies the contents of the offe r, that offer shall be deemed to be a new offer.
3. When the offeree has agreed to enter into a contract, but attaches conditions to or modifies the
offer, [the offeree] shall be deemed to have made a new offer.
Article 400. Form of Civil Contracts
1. Civil contracts may be entered into orally, in writing or by specific acts, where the law does not
provide that such type of contract must be entered into in a specified form.
In circumstances where the parties have agreed to enter into a contract in a specified form, the
contract shall be deemed to have been entere d into when such form has been complied with.
2. In circumstances where the law provides that the contract must be expressed in writing,
notarised by the State notary public, registered or permitted, such provisions must be complied
with.
Article 401. The Principal Contents of Civil Contracts
1. The principal contents of a civil contract are terms in the absence of which the contract may not
be entered into.
The principal contents of [civil] contracts are prescribed by law; where the law does not provide [such contents] [they] shall be as agreed upon by the parties.
2. Depending on the type of contracts, the partie s may agree on the following [principal] contents:
a. The subject of the contract which is pr operty to be handed over, or an act to be
performed or refrained from performing;
b. Quantity [and] quality;
c. Price [and] method of payment;
d. Time limit, place [and] method of performing the contract;
e. Rights and obligations of the parties; [and] f. Liability for breach of contract.
In addition to the principal contents mentioned in this clause, the contract may contain other
contents as agreed upon by the parties.
Article 402. The Place Where a Civil Contract is Entered into
The place where a civil contract is entered into shall be the residence of the individual or the head office
of the juridical person who made the offer to en ter into the contract, if not otherwise agreed.
Article 403. The Moment At Which a Contract is Entered into
1. A contract shall be entered into at the mome nt at which the offeror receives the reply of
acceptance or at the time when the parties have reached an agreement on the principal contents
of the contract.

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2. The contract shall also be deemed to be en
tered into when the time limit for reply has expired
and the offeree still remains silent, provided that [the parties] have agreed that silence shall
constitute a reply of acceptance.
3. The moment at which an oral contract is ente red into shall be the moment at which the parties
have reached face to face
(92) agreement on the principal contents of the contract.
4. The moment at which a written contract is ente red into shall be the moment at which the last
party signs the contract.
5. With respect to contracts which must be notarised by the State notary public, registered or permitted, the moment at which a contract is en tered into shall be the moment at which the
contract is notarised, registered or permitted.
Article 404. The Effectiveness of a Civil Contract
1. A contract legally entered into shall be binding on the parties.
2. A contract may only be modified or cancelled, if so agreed or so provided by law.
3. A contract shall take effect from the moment it is entered into, except in circumstances where
otherwise agreed or provided by law.
Article 405. Primary Types of Contracts
Civil contracts shall include the following primary types:
1. A bilateral contract
(93) shall be a contract in which each party owes an obligation to the other;
2. A unilateral contract
(94) shall be a contract in which onl y one party has (an) obligation(s);
3. A principal contract shall be a contract whos e effectiveness does not depend on another contract;
4. An ancillary contract shall be a contract w hose effectiveness depends on the principal contract;
[and] 5. A contract for the benefit of a third party sha ll be a contract in which the contracting parties
must perform [their] obligations and the third pa rty shall enjoy benefits from the performance of
such obligations.
Article 406. Standardised Contracts
1. A standardised contract shall be a contract that contains terms [and provisions] which are
prepared by a party based on a standard [contr act] [and given] to the other party for a reply
within a reasonable period of time; if the offeree gi ves its reply of acceptance, [he/she/it] shall be
deemed to accept the entire content of the standard ised contract that the offeror has provided.
2. Where the standardised contract contains term s [and provisions] that are unclear, they shall be
interpreted so that the party providing the standard ised contract shall bear adverse [consequences
thereof
(95)].
Article 407. Appendices to Contracts

92. This is not literal translation of the Vietnamese term “trúc tiÆp” which is “direct” in English, but the intended
meaning is reflected clearly by the term “face to face”.

93. The concept of ” hìp Ñãng song vò” or “bilateral contract” in English, if translated literally, may be similar to
that of “contract with consider ation” in common law jurisdictions
.
94. The concept of “hìp Ñãng Ñçn vò” or “unilateral contract” in English, if translated literally, may be similar to
that of “contract wit hout consideration” in common law jurisdictions
.
95. This is a literal translation. It appears that the actual m eaning of this provision is similar to the “contra proferentum”
rule in English law, whereby, as a rule of construction, a contract shall be construed against the person who has
prepared its terms.

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Appendices providing details on some of the terms [a
nd provisions] of the contract may be attached
thereto. The appendices shall be as effective as th e contract. The contents of the appendices shall not
contradict the contents of the contract.
Article 408. Interpretation of Civil Contracts
1. When a contract contains terms [or provisions] which are unclear, [the interpretation] shall rely
not only on the wording of the contract but also th e mutual intentions of the parties in order to
interpret such terms [or provisions].
2. When a term [or provision] of a contract is capable of having several meanings, [the parties] must select that meaning for the term [or provisi on] which, when effected, will best benefit the
parties.
3. When a contract contains wordings which ar e capable of having several different meanings,
[such wording] must be interpreted in accordance with the meaning most appropriate [given] the
nature of the contract.
4. When a contract contains a term [or provision] or wording which is difficult to understand, [such
term, provision or wording] must be interpreted in accordance with the customary practice of the
place where the contract was entered into.
5. When a contract lacks a number of non-principal terms [and provisions] (96), such terms [and
provisions] may be supplemented in accordance with the customary practice for that particular
type of contract at the place where the contract was entered into.
6. The terms [and provisions] of a contract must be interpreted in relation to each other, so that the
meanings of the terms [and provisions] shall conform with the entire content of the contract.
II. PERFORMANCE OF CIVIL CONTRACTS
Article 409. Principles for the Performance of Civil Contracts
The performance of a civil contract must be in accordance with the following principles:
1. Performance in good faith and in the spirit of co -operation, and the best benefit for the parties
and [in a manner which] ensures mutual trust;
2. [Strictly in compliance with the agreement on] the subject, quality, quantity, kind, time limit and method and other agreements;
3. Not to infringe upon the interests of the State, the interests of the public or the legal rights and
interests of other persons.
Article 410. Performance of Unilateral Contracts
(97)
With respect to unilateral contracts, the obligor mu st perform the obligation strictly as agreed; [the
obligor] may only perform [the obligation] prior to or after the time limit, if the obligee gives its consent
[thereto].
Article 411. Performance of Bilateral Contracts
(98)
1. With respect to bilateral contracts, where the parties have agreed upon the time limit for the
performance of the obligations, each party perform s its obligations when they become due; [a
party] may not delay performance due to the ot her party not having performed its obligations
with respect to [the former], except in circum stances stipulated in Article 413 of this Code.

96. Literally: When a contract lacks a number of terms [and pr ovisions] which are not part of the principal contents [of a
contract].

97. See footnote to Article 405 (2).
98. See footnote to Article 405 (1).

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2. In circumstances where the parties have no ag
reements as to which party should perform its
obligation first, [the parties] must perform their obligations concurrently.
Article 412. The Right to Delay Performance in a Bilateral Contract
The party which must perform its obligations first sha ll have the right to delay the performance of [such] obligations, if the other party’s property has substa ntially declined to the point where the obligation
cannot be performed as undertaken, until the other part y has the capability to perform its obligations or
has a guarantor.
Article 413. Obligations Cannot Be Performed Due to the Fault of A Party
When a party is unable to perform its obligations due to the fault of the other party, [the former party] shall have the right to demand that the other party s till performs its obligations in respect of the former
party or shall have the right to cancel the contract and demand compensation for damage.
Article 414. Performance of Contracts for the Benefit of a Third Party
(99)
Where a contract is performed for the benefit of a third party the third party shall have the right to
directly demand the obligor to perform the obligations in respect of such third party; if there is a dispute
between the contracting parties as to the performance of the contract, the third party shall not have the
right to demand the performance until the dispute is resolved.
The obligee may also demand the obligor to perform th e contract for the benefit of the third party.
Article 415. The Third Party’s Right of Refusal
In circumstances where the third party refuses its bene fits prior to the performance of obligations by the
obligor, the obligor shall not be required to perform its obligations, but must notify the obligee, and the
contract shall be deemed to be cancelled, and the parties shall return to each other what they have
received [from each other]; if the third party refuse s its benefits after the obligor has performed the
obligations, the obligations shall be deemed to have been fulfilled and the obligee must still fulfil his/her
undertakings with the obligor.
Article 416. No Amendment or Cancellation of a Contract for The Benefit of a Third Party
Once the third party has agreed to accept the benefit, the parties to the contract may also not amend or
cancel the contract, even when the contract has not yet been performed, except in circumstances where
the third party gives its consent [thereto].
III. AMENDMENT AND TERMINATION OF CIVIL CONTRACTS
Article 417. Amendment of Civil Contracts
1. The parties may agree to amend contracts a nd resolve the [adverse] consequences of such
amendments, except in circumstances where otherwise provided by law.
2. In circumstances where contracts have been made in writing, notarised by a State notary public, authenticated, registered or permitted, the amendm ents to the contracts must also conform with
such form [requirements].
Article 418. Termination of Civil Contracts
A civil contract shall terminate in the following circumstances:
1. The contract has been fulfilled;
2. According to the agreement of the parties;
3. The individual entering into the contract dies, or the juridical person or other subjects [entering
into the contract] cease to exist and the contract must be performed by [exactly] such individual,
juridical person or subjects;

99. Similar to the concept of “third-party-benef iciary contracts” in common law jurisdictions.

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4. The contract is cancelled, [or] suspended;
5. The contract cannot be performed because the
subject of the contract no longer exists, and the
parties may agree to substitute the subject of the contract with another [subject] or to compensate
for damages; [and] 6. Others circumstances as provided by law.
Article 419. Cancellation of Contracts
1. A party shall have the right to cancel a contr act and does not have to compensate for damage
where the other party’s breach of contract is a condition for cancellation as agreed upon by the
parties or as provided by law.
2. The party cancelling the contract must immediately notify the other party of the cancellation; if [the cancelling party] fails to notify the other party and [thereby] causes damage to the other
party, the cancelling party must compensate.
3. When a contract is cancelled, the contract sha ll be ineffective as from the time the contract was
entered into and the parties must return to each other the property [they have] received [from
each other]; if return in kind is not possibl e, then monetary payment must be made.
4. The party at fault in the cancellation of the contract must compensate for damage.
Article 420. Unilateral Suspension of the Performance of a Contract
1. A party shall have the right to unilaterally suspend the performance of a contract and does not
have to compensate for damage where the other party’s breach of contract is a condition for
suspension as agreed upon by the parties or as provided by law. The party breaching the contract
must compensate for damage.
2. The party which unilaterally suspends the perfo rmance of the contract must immediately notify
the other party of the suspension of the contract; if [the suspending party] fails to inform the
other party and [thereby] causes damage, [t he suspending party] must compensate.
3. When the performance of a contract is unilatera lly suspended, the contract shall terminate as
from the time the other party receives notice of the suspension. The parties do not have to
continue to perform their obligations. The party that has already performed its obligations shall
have the right to demand that the other party make payment.

Chapter II
GENERAL
(1) CIVIL CONTRACTS
Section 1
CONTRACTS FOR THE SALE AND PURCHASE OF PROPERTY
I. GENERAL PROVISIONS ON CONTRACTS FOR THE SALE AND PURCHASE OF PROPERTY
Article 421. Contracts for the Sale and Purchase of Property
A contract for the sale and purchase of property is an agreement between parties, pursuant to which the
seller has the obligation to hand over the property and transfer the ownership rights to that property to

100. Literally “commonly used” civil contracts.

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the purchaser and to receive monetary payment
(101) , [and] the purchaser shall have the obligation to
accept the property and make monetary payment
(102) to the seller.
Article 422. Subjects of a Contract for Sale and Purchase
1. Subjects of a contract for sale and purchase ma y be objects or property rights. [Such] objects and
property rights must exist and their transaction must be permitted.
2. In circumstances where the subject of a contract for sale and purchase is an object, [such] object
must be identified by its utility value, category, quantity and quality.
3. Where the subject of a contract for sale and purchase is property rights, then documentation or
other evidence thereof must [be produced to] prove that such rights are in the seller’s ownership.
Article 423. Quality of Objects for Sale and Purchase
1. The quality of the objects for sale and purchase shall be agreed upon by the parties.
2. In circumstances where the quality of an obj ect has been registered or regulated by the
competent State authority, the quality of the object shall be determined in accordance with the
registered standards or regulations of the competent State authority.
3. Where the parties have no agreement upon or the law does not stipulate the quality [of the object], the quality of an object for sale and purch ase shall be determined in accordance with the
purpose of use and the average quality of objects of the same kind.
Article 424. Price and Method of Payment
1. The price shall be agreed upon by the parties or determined by a third party at the request of the
parties.
With respect to property for which the State has prescribed price frames, the parties shall agree
upon a price within the limits of such price frames.
In circumstances where the parties have agreed that payment shall be made according to the
market price, the price shall be determined at the moment and place of payment.
2. The parties may agree on the application of a price fluctuation
(103) coefficient when there is a
movement in price.
3. The method of payment shall be agreed upon by the parties or stipulated by law.
Article 425. The Time Limit for Performance of a Contract for Sale and Purchase
1. The time limit for the performance of a contract for sale and purchase shall be agreed upon by
the parties.
The seller must hand over the property to the buyer at the time agreed upon; the seller may only hand over the property prior to the time limit, if the buyer gives its consent [thereto].
2. Where the parties have not agreed upon the time limit for handing over the property, the buyer shall have the right to demand that the seller ha nd over the property and the seller shall also have
the right to demand that the buyer accept the property at any time, but [the parties] must give
advance notice to each other within a reasonable prior of time
(104) , if not otherwise agreed.
3. Where the parties have no agreement as to the time limit for payment, the buyer must pay
immediately upon receipt of the property.

101. Literally: “to pay money”.
102. See previous footnote.
103. From the Vietnamese term ” trõìt giŸ” which may also be translated as inflation or price adjustment .
104. See footnote to Article 290 (2).

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Article 426. Place for Handing Over the Property

The parties shall agree on a place for handing over the pr operty; if there is no agreement, the provisions
in Article 289 of this Code shall apply.
Article 427. Methods of Handing Over the Property
The property shall be handed over in accordance with the methods agreed upon by the parties depending
on the nature and subject of the contract; if ther e is no agreement as to the method for handing over the
property, the property shall be handed over to the buyer directly in one [instalment].
Article 428. Liability for Handing Over Incorrect Quantity of Objects
1. In circumstances where the seller hands over th e objects in a quantity which is larger than the
quantity agreed upon, the buyer shall have the ri ght not to accept the excess portion; if accepted,
[the buyer] must pay for the excess portion at the price agreed upon.
2. In circumstances where the seller hands over th e objects in a quantity which is less than the
quantity agreed upon, the buyer shall have one of the following rights:
a. Cancel the contract and demand compensation for damage;
b. Accept the portion handed over and demand compensation for damage; [or] c. Accept the portion handed over and set a time limit for the seller to hand over the outstanding portion.
Article 429. Liability for Handing Over an Incomplete Set of an Object
1. Where an object was handed over in an incomple te set thereby making the purpose of use of the
object unachievable, the buyer shall have one of the following rights:
a. Cancel the contract and demand compensation for damage; [or] b. Accept and demand that the seller hand over the remaining portion or parts, demand
compensation for damage and postpone paym ent for the portion or parts received until
the complete set is handed over.
2. In circumstances where the buyer has made payment but has not yet received the [whole] object due to the hand over of an incomplete set, [the buyer] shall be paid interest on the amount [pre-
paid] at the interest [rate] for overdue debts stipulated by the State Bank and demand that the
seller has to compensate for damage due to the hand over of the incomplete set as from the time
the contract must be performed to the time the complete set is handed over.
Article 430. Liability for Handing Over Objects of the Incorrect Kind
In circumstances where the object handed over is of th e incorrect kind, the buyer shall have one of the
following rights:
1. Cancel the contract and demand compensation for damage;
2. Accept [the object] and make payment at the price agreed upon by the parties; [or] 3. Demand the hand over of the correct kind [of object] and compensation for damage.
Article 431. The Duty to Make Payment
1. The buyer must make payment in full at the place and time agreed upon.
2. The buyer must pay interest as from the date of delaying the payment as stipulated in Clause 2
of Article 313 of this Code, except in circumstan ces where otherwise agreed or provided by law.
Article 432. The Moment at Which Ownership Rights Are Transferred
1. The ownership rights with respect to a property for sale [and] purchase shall pass to the buyer as
from the moment at which the buyer receives the property, if not otherwise agreed or provided
by law.
2. With respect to contracts for the purchase [a nd] sale of property for which property the law
prescribes the registration of the ownership rights, the ownership rights shall pass to the buyer as

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from the completion of the procedures for register
ing the ownership rights with respect to such
property.
Article 433. The Moment for Bearing Risks
1. The seller shall bear the risk with respect to the property to be purchased and sold until the
property is handed over to the buyer, whereas the buy er shall bear the risk with respect to the
property to be purchased and sold as from the recei pt of the property, if not agreed otherwise.
2. With respect to contracts for the purchase and sale of property for which property the law
prescribes the registration of the ownership ri ghts, the seller shall bear the risk until the
completion of the registration procedures, [wher eas] the buyer shall bear the risk as from the
completion of the registration procedures, including [cases] where the buyer has not yet received
the property, if not agreed otherwise.
Article 434. Transportation Costs and Costs Re lated to the Transfer of Ownership Rights
In circumstances where there is no agreement and th e law does not provide for transportation costs and
the costs related to the transfer of ownership rights, the seller must bear the costs for transportation to the
place of performance of the obligation and the costs re lated to the transfer of the ownership rights.
Article 435. The Obligation to Provide Information and Guidelines for Use
The seller has the obligation to provide to the buyer with the necessary information on the property to be
purchased and sold and guidelines on how to use the property; if the seller fails to perform this
obligation, the buyer shall have the right to dema nd performance from the seller and, if the seller still
fails to perform, the buyer shall have the right to cancel the contract and demand compensation for
damage.
Article 436. Guarantee of the Buyer’s Owners hip Rights with Respect to the Purchased
Property
1. The seller has the obligation to guarantee that the ownership rights to the property sold to the
buyer are not disputed by a third party.
2. In circumstances where the property is contes ted by a third party, the seller must support the
buyer in order to protect the buyer’s interests; if a third party holds the ownership rights over
the entirety or part of the property to be purchas ed and sold, the buyer shall be entitled to cancel
the contract and demand that the seller compensate for damage.
In circumstances where a buyer knows or should have known that the property to be purchased
and sold is under the ownership of a third part y but nonetheless makes the purchase, [the buyer] must return that property to the owner and shall not be entitled to demand compensation for
damage.
Article 437. Guarantee of the Quality of the Object to be Purchased and Sold
1. The seller must guarantee the utility value or th e properties of the object to be purchased and
sold; if the buyer discovers, after having made the purchase, defects which cause the purchased
object to lose its value or to diminish its utility value, [the buyer] must immediately notify [the
seller] of the defects when he/she discovers th em and shall be entitled to demand that the seller
repair or exchange the defective object [for a nother object], reduce [its] price and/or compensate
for damage, if not agreed otherwise.
2. The seller must guarantee that sold objects co rrespond with the descriptions on the packaging,
trademarks or with samples selected by the buyer.
3. The seller shall bear no liability for the def ects of an object in the following circumstances:
a. [In the case of] defects of which the buyer was aware or ought to have been aware at the time of the purchase;

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b. [Where] the objects have been sold at
auctions, [or] at second-hand shops; [and] c. [Where] the buyer has been at fa ult in causing the object’s defects.
Article 438. Warranty Obligation
The seller has the obligation to provide a warranty for the object to be purchased and sold for a [certain] period, which is referred to as the warranty period, if [the provision of] a warranty has been agreed upon
by the parties or is stipulated by law.
The warranty period shall be calculated from the mome nt at which the buyer is under the obligation to
accept the object.
Article 439. The Right to Claim a Warranty
If the buyer discovers a defect of the purchased and sold object during the warranty period, [he/she] shall
have the right to demand that the se ller repair [the same] free of charge, reduce [its] price, exchange it for
another object or to return the object in exchange for a refund.
Article 440. Repair of Objects During the Warranty Period
1. The seller must repair the objects and must guarantee that the same fully satisfy the quality
standards or possess the particular characteristics as promised.
2. The seller shall bear the cost for repairing th e object and for its transportation to the place of
repair and from the place of repair to the buyer’s place of residence or head office.
3. The buyer shall have the right to demand that the seller complete the repairs within the time limit
agreed upon by the parties or within a reasonable pe riod of time; if the seller is unable to make
or complete the repairs within that time limit, the buyer shall have the right to demand a price
reduction, an exchange of the defective object fo r another object or the return of the object in
exchange for a refund.
Article 441. Compensation for Damage During the Warranty Period
1. In addition to demanding that the warranty m easures be performed, the buyer shall have the
right to demand that the seller compensate for damage caused during the warranty period due to
technical defects of the object.
2. The seller does not have to compensate for dama ge, if [he/she] can prove that the damage was
caused due to the buyer’s fault. The seller sh all be entitled to a reduction in the amount of
compensation for damage, if the buyer fails to ta ke the necessary measures [available] within
his/her capacity in order to prevent and limit the damage.
Article 442. Sale and Purchase of Property Rights
1. In circumstances where property rights are purch ased and/or sold, the seller must hand over the
[relevant] documents and must complete the pro cedures for transferring the ownership rights to
the buyer, whereas the buyer must make payment to the seller.
2. In circumstances where property rights are the rights to demand payment of a debt and the seller has undertaken to guarantee the debtor’s ability to make payment, the seller must bear joint
liability for the payment, if the debt falls due and the debtor fails to make payment.
3. The moment at which the ownership rights with respect to the property rights are transferred shall be the moment at which the buyer receive s the documents confirming the ownership rights
with respect to the property rights or from the mo ment when the transfer of the ownership rights
is registered, if so provided by law.

II. CONTRACTS FOR THE SALE AND PURCHASE OF HOUSES
1- CONTRACTS FOR THE SALE AND PURCHASE OF RESIDENTIAL HOUSES

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Article 443. The Form of Contracts for th
e Sale and Purchase of Residential Houses
Contracts for the sale and purchase of residential hous es shall be made in writing and shall be notarised
by a State notary public or authenticated by the competent People’s Committee.
Article 444. The Procedures for the Sa le and Purchase of Residential Houses
The parties must register the transfer of the title to a residential house at the competent State authority.
Ownership rights to residential houses shall pass to the buyer as from the moment when they are
registered.
Article 445. Sale of Residential Houses Under Common Ownership
The sale of a residential house under the consolidated common ownership of several persons must have
the written consent of all owners.
The sale of a residential house under partial common ow nership must not affect the rights and interests
of the other owners in the [partial] common owners hip. The other owners in the [partial] common
ownership have the preemptive right of purchase as s tipulated in Clause 3 of Article 237 of this Code.
Article 446. Sale of Residential Houses Which Are Currently Being Leased
In cases of a sale of currently-leased residential hous es, the lessee has the preemptive right of purchase if
[he/she] has no other place to live yet and has fulfilled all his/her obligations as a lessee.
The owner of a currently-leased residential house shall gi ve advance notice of the terms of the sale to the
lessee no later than three months before the sale, calculated from the moment when the lessee receives
the notice until the moment of the sale. The owner sh all be entitled to sell [his/her] residential house to
another person, if the lessee refuses to purchase or fa ils to reply before the expiry of the notification
period.
Article 447. The Obligations of Sellers of Residential Houses
The seller of a residential house sh all have the following obligations:
1. Notify the buyer of restrictions on the ownershi p rights with respect to the residential house for
sale and purchase, if any.
2. Take care of the sold residential house duri ng the period preceding its hand over to the buyer;
3. Hand over the residential house to the buyer in th e same condition as stipulated in the contract,
together with the documents related to the house;
4. Duly perform the procedures for the purchase a nd sale of residential houses as stipulated in
Article 444 of this Code; [and] 5. Pay taxes in accordance with the provisions of law.
Article 448. The Rights of Sellers of Residential Houses
The seller of a residential house shall have the following rights:
1. Demand that the buyer accepts the house strictly at the time agreed upon;
2. Demand that the buyer makes payment strictly at the time and in accordance with the method
agreed upon;
3. Demand that the buyer completes the procedures for the purchase and sale of residential houses
within the agreed time limit; [and] 4. Not hand over the house until full payment is received as agreed upon.
Article 449. The Obligations of Buyers of Residential Houses
The buyer of a residential house shall have the following obligations:
1. Pay the purchase monies in full strictly w ithin the time limit, [and] in accordance with the
method agreed upon; if the contract does not provide for the time limit and place of payment, the
buyer must make payment at the moment when the seller hands over the house and at the place
where the sold house is located;

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2. Accept the house strictly at the time agreed upon;
3. In cases of purchase of a house currently bei
ng leased, [the buyer] must guarantee the lessee’s
rights and interests as agreed in the lease cont ract while its term remains in effect; [and] 4. Duly perform the procedures for the purchase a nd sale of residential houses as stipulated in
Article 444 of this Code.
Article 450. The Rights of Buyers of Residential Houses
The buyer of a residential house shall have the following rights:
1. Receive the house together with the documen ts related thereto in the same condition as
stipulated in the contract;
2. Demand that the seller completes the procedures for the purchase and sale of residential houses
within the agreed time limit; [and] 3. Demand that the seller hands over the house strictly within the time limit, if [the seller] fails to
hand over the house or delays the hand over of the house, [he/she] must compensate for damage.

2- CONTRACTS FOR THE SALE AND PURCHASE OF HOUSES FOR OTHER PURPOSES
Article 451. Purchase of Houses for Other Purposes
Except in circumstances where the law provides othe rwise, the provisions in Article 443 to Article 450
of this Code shall also apply to the purchase of houses which are used for purposes other than as a
residential house, with the exception of the preemptive right of purchase as stipulated in Article 446 of
this Code.
III. A NUMBER OF EXCLUSIVE PROVISIONS FOR THE PURCHASE AND SALE OF PROPERTY
Article 452. Sales by Auction
1. Property may be put up for sale at auctions as desired by the owners or as provided by law.
[Where] property under common [ownership] is put up for sale at auctions, all owners in the
common ownership must have given their consen t [thereto], except in circumstances where
otherwise agreed or provided by law.
2. The auctioneer shall be an agency, [o r] organisation stipulated by the law.
Article 453. Announcement of Auctions
1. The auctioneer must make a public announcemen t at the place of auction and through the mass
media as to the time, place, quantity, quality and the list of properties to be auctioned no less
than seven days before the date of the auction in respect of moveable property and no less than
thirty days before the date of the auction in respect of immoveable property, except in
circumstances where the law otherwise provides.
2. The owners and persons who ar e related to the auctioned property must be informed of the
auction in order to take part in fixing the rese rve price, except in circumstances where otherwise
agreed or provided by law.
Article 454. Conducting the Auction Sale
1. At an auction, the auctioneer shall announce the reserve price.
2. The person who submits the highest bid, and [which must] at least be equal to the reserve price,
shall be the person who is entitled to purchase th e auctioned property and shall be deemed to
have accepted to enter into a contract.
3. The auction sale shall be put into a written document which shall have the signatures of the
buyer, the seller and two witnesses.

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4. The time limit for handing over the auctioned property, [and] the time and method of payment
shall be implemented in accordance with the regulations on auctions.
5. The auctioneer shall bear no liability for the value [and/or] quality of the auctioned property.
6. In circumstances where the highest offer that ha s been announced is lower than the reserve price,
the auction shall be deemed to be unsuccessful.
7. In circumstances where the first auction wa s unsuccessful, a second auction shall be held.
The Government shall promulga te regulations on auctions.
Article 455. Auctions of Immoveable Property
1. The sale by auction of immoveable propert y shall be conducted at the locality where the
immoveable property is located or at a place dete rmined by the agency [or] organisation which
holds the auction.
2. After the announcement of an auction of imm oveable property, persons who wish to make a
purchase must register to purchase and subm it an advance cash deposit. If the auctioned
property is purchased, the advance deposit shall be deducted from the purchase price; if the
[successful] bidder refuses to purchase, [he/ she] may not recover such advance deposit.
The auctioneer must refund the advance deposit to those who have registered to purchase but
could not purchase the auctioned property.
The list of registered bidders shall be announced publicly at the place of the auction.
3. The purchase and sale of auctioned immoveab le property shall be put into a written document
[which must be] notarised by a State notary pub lic and registered with the competent State
authority.
Article 456. Purchase after Trial Use
1. The parties may agree upon the trial use of purchased objects by the buyer for a period referred
to as the trial use period. During the trial use period, the buyer may reply as to whether [he/she
wishes] to make the purchase or not; if the purchas er fails to reply before the expiry of the trial
use period, [he/she] shall be deemed to have accep ted the purchase at the terms agreed before the
objects were received for trial use.
2. During the trial use period, the objects shall s till remain under the seller’s ownership. The seller
must bear all risks with respect to the objects, if not otherwise agreed. During the trial use
period, the seller is not permitted to sell, give as a gift, lease, exchange, mortgage, [or] pledge
the property or offer it as a guarantee, while the purchaser has not yet replied.
3. In circumstances where the trial user replies th at [he/she] does not wish to make the purchase,
[he/she] must return the objects to the seller and must compensate the seller for damage if
[he/she] has caused the loss of or damage to the tr ial objects. The trial user shall bear no liability
for normal wear and tear caused by the trial use and shall not have to return the fruits gained
from the trial use.
Article 457. Purchase by Deferred Payment or Payment in Instalments
1. The parties may agree on a purchase by the buyer by deferred payment or by payment in instalments of the purchase monies within a [sp ecified] time period after receipt of the purchased
object. The seller is entitled to reserve his/he r ownership rights to the sold objects until the
purchaser has made full payment, except in circumstances where otherwise agreed.
2. Contracts for purchase by deferred payment or by payment in instalments shall be made in
writing. The purchaser shall be entitled to use the object purchased by deferred payment or by
payment in instalments and must bear the risk during the use period, except in circumstances
where otherwise agreed.

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Article 458. Redemption of Sold Property

1. The seller may agree with the buyer on th e right to redeem the sold property during
(105) a period
of time which is called the redemption period.
The redemption period for the property shall be agreed upon by the parties but [it] shall not
exceed one year in respect of moveable propert y and five years in respect of immoveable
property, from the moment of hand over of the prope rty. During this period, the seller shall be
entitled to redeem at any time but must give a dvance notice to the buyer within a reasonable
period of time
(106) . The redemption price shall be the market price at the time and place of
redemption, if not otherwise agreed.
2. During the redemption period, the buyer is not pe rmitted to sell, exchange, give as a gift, lease,
mortgage, [or] pledge the property, [or] offer it as a guarantee, [and] must bear the risk in respect
of the property.

Section 2
CONTRACTS FOR THE EXCHANGE OF PROPERTY
Article 459. Contracts for the Exchange of Property
1. Contracts for the exchange of property are ag reements between the parties, pursuant to which
the parties hand over the property and transfer the ownership rights thereto to each other.
2. A contract for the exchange of property must be made in writing, [and] notarised by a State notary public or authenticated by the competen t People’s Committee or registered with the
competent State authority, if so provided by law.
3. In circumstances where one party exchanges w ith the other party property which is not under its
ownership rights or for which it has no authorisa tion from the owner, the other party shall be
entitled to cancel the contract and demand compensation for damage.
4. Each party shall be deemed to be the seller of the property handed over to the other party and the
buyer of the property received. The provisions on purchase and sale contracts in Articles 421
through 430 and Articles 432 through 441 of this C ode may also be applied in respect of
contracts for the exchange of property.
Article 460. Settlement of Differences in Value
In circumstances where the exchanged property differs in value, the parties must settle that difference
between themselves, except in circumstances wh ere otherwise agreed or provided by law.

Section 3
CONTRACTS FOR GIFTS OF PROPERTY
Article 461. Contracts for a Gift of Property
Contracts for a gift of property are agreements be tween the parties pursuant to which the donor hands
over his/her property and transfers his/her ownershi p rights [thereto] to the donee without demand of
consideration, [and] the donee agrees to accept [the gift].
Article 462. Gifts of Moveable Property

105. The drafters have used the term ” sau” which is “after” in English. Howeve r, it is clear that the English term
“during” is more appropriate, as used in the following paragraph.

106. See footnote to Article 290 (2).

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Contracts for a gift of moveable property shall take
effect when the donee receives the property. In
respect of property for which the law prescribes the registration of the ownership rights, the contract
shall take effect from the moment when the registration procedures are completed.
Article 463. Gifts of Immoveable Property
1. Gifts of immoveable property must be made in writing, notarised by a State notary public or
authenticated by the competent People’s Committee and must be registered with the competent
State authority, if the provisions of the law on immoveable property provide for the registration
of the ownership rights.
2. Contracts for a gift of immoveable property shall take effect from the moment of registration; in
the case of immoveable property for which no regi stration of the ownership rights is required,
the gift contract shall take effect from the moment when the property is received.
Article 464. Liability for Intentional Gifts of Property Not Under One’s Ownership
In circumstances where a donor makes an intentional gift of property which he/she does not own and the
donee is unaware or cannot be aware thereof, the donor must reimburse the donee for [any] costs
incurred to increase the value of the property wh en it is reclaimed by its [rightful] owner.
Article 465. The Obligation to Disclose Defects of the Gift
The donor has the obligation to notify the donee of defects in the gift property.
Article 466. Conditional Gifts of Property
1. The donor may demand that the donee perform one or several civil obligations before or after
the grant of the gift. The conditions for making the gift must not contravene the law [and/or] social morality.
2. In circumstances where the obligations must be performed before the gift is made, the donor
must pay the donee for obligations performed by the donee, if the donee has fulfilled his/her
obligations and the donor fails to hand over the property.
3. In circumstances where the obligations must be performed after the gift is made and the donee
fails to perform them, the donor shall have the right to reclaim the property and demand
compensation for damage.

Section 4
CONTRACTS FOR THE LOAN OF PROPERTY
Article 467. Contracts for the Loan of Property
Contracts for the loan of property are agreements be tween the parties pursuant to which the lender hands
over a sum of money or an object to the borrower; when the loan falls due, the borrower must repay the
sum of money or return an object of a type in th e correct quantity, [and] quality and must pay interest
only if so agreed or stipulated by law.
Article 468. Form of Contracts for the Loan of Property
Contracts to loan property may be executed orally or in writing; if the parties have so agreed or the law
requires a loan contract to be in writing, such forms must be complied with.
Article 469. Ownership Rights to Borrowed Property
The borrower shall become the owne r of the borrowed property from the moment of receipt of that
property.
Article 470. Obligations of the Lender
A lender has the following obligations:
1. Hand over the property to the borrower in full, [and] strictly in accordance with the quality, the
time and place agreed upon;

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2. Compensate the borrower for damage where
the lender is aware that the property does not
satisfy the [required] quality but fails to notify the borrower, except in circumstances where the
borrower is aware thereof but nonetheless accepts the property; [and] 3. Not demand that the borrower returns the property before the due date, except in the
circumstances stipulated in Article 475 of this Code.
Article 471. The Obligation of Borrowers to Repay Debts
1. Where the property borrowed is a sum of money, the borrower must repay the sum in full when
it falls due; if the property is an object, an object of the same kind [and] in the correct quantity
and quality must be returned, except in circumstances where otherwise agreed.
2. In circumstances where the borrower is unable to return the object, [he/she] may pay [for it] in
money according to the value of the borrowed object at the moment and place of repaying the
debt, if consented to by the lender.
3. The place for repayment of a debt shall be the lender’s place of residence or head office, except
in circumstances where otherwise agreed.
4. If, in the case of an interest -free loan, the borrower fails to make repayment or repayment in full
when the debt falls due, [he/she] must pay intere st on the amount of overdue debts at the rate set
for time savings deposits by the State Bank in accord ance with the duration of late payment as at
the moment of repayment, if so agreed.
5. If, in the case of a loan with interest, the borro wer fails to make repayment or repayment in full,
[he/she] must pay interest on the principal and in terest thereon at the rate set for overdue debts
by the State Bank in accordance with the lo an period at the moment of repayment.
Article 472. Use of Borrowed Property
The parties may agree that the borrowed property must be used for the designated purpose of the loan;
the lender shall be entitled to check the use of th e property and shall be entitled to demand the early
return of the borrowed property, if the borrower c ontinues to use the property contrary to its purpose
despite prior warning [by the lender].
Article 473. Interest
1. The interest for a loan shall be agreed by th e parties but may not exceed [by more than] 50% the
highest interest rate set by the State Bank for similar types of loans.
2. In circumstances where the parties have agreed on the payment of interest for a loan but fail to
specify the interest clearly or there is a dispute as to the interest, the interest for time savings
deposits set by the State Bank shall be applied in accordance with the loan period as at the
moment of repayment.
Article 474. Performance of Loan Contracts Without Fixed Term
1. With respect to contracts for an interest-free lo an without a fixed term, the lender shall have the
right to reclaim the property at any time and the borrower also shall have the right to repay the
debt at any time, but each party must give adva nce notice to the other within a reasonable period
of time
(107) , if not otherwise agreed.
2. With respect to contracts for a loan without a fixed term and with interest, the lender shall have
the right to reclaim the property at any time but must give advance notice to the borrower within
a reasonable period of time
(108) and shall be paid interest up to the moment when the property is

107. See footnote to Article 290 (2).
108. See footnote to Article 290 (2).

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Clifford Chance and Baker & McKenzie 96
returned, whereas the borrower al
so shall have the right to repay the property at any time and
pay interest only up to the moment of repayment, but must also give advance notice to the lender
within a reasonable period of time
(109) .
Article 475. Performance of Fixed-term Loan Contracts
1. With respect to contracts for interest-free loan s with a fixed term, the borrower shall have the
right to return the property at any time but mu st give advance notice to the lender within a
reasonable period of time
(110) , whereas the lender may demand the premature return of the
property only if the borrower consents.
2. With respect to contracts for fixed-term loans with interest, the borrower shall have the right to
return the property before the due date, but must pay interest for the entire term, if not otherwise
agreed.

Section 5
CONTRACTS FOR THE LEASE OF PROPERTY

I. GENERAL PROVISIONS ON CONTRACTS
FOR THE LEASE OF PROPERTY
Article 476. Contracts for the Lease of Property
Contracts for the lease of property are agreements be tween the parties pursuant to which the lessor shall
hand over the property to the lessee for use during a [s pecified] time period, and the lessee must pay rent.
Article 477. Form of Contracts for the Lease of Property
Contracts for the lease of property shall be made in writing, notarised by a State notary public or
authenticated by the competent People’s Committee, if so agreed or stipulated by the law.
The provisions in Articles 714 through 726 of this Code shall apply to the lease of land use rights.
Article 478. Rental Prices
Rental prices for the lease of property shall be agreed upon by the parties.
In circumstances where the law prescribes frames of rental prices, the parties may only agree on a rent
[which remains] within the range of such price frames.
Article 479. Lease Term
1. The term of a lease shall be agreed upon by the parties; if there is no agreement thereto, [the
lease term] shall be determined according to the purpose of the lease.
2. In circumstances where the parties have not ag reed upon the lease term or the lease term cannot
be determined according to the lease purpose, the lease contract shall expire when the lessee has
achieved the purpose of the lease.
Article 480. Sub-lease
The lessee shall have the right to sub-let the leased property if the lessor gives its consent thereto.
Article 481. Hand Over of Lease Property
1. The lessor must hand over the property to the lessee strictly in accordance with the quantity,
quality, type [and] condition and at the place and time agreed upon, and must provide the
necessary information on the use of the property.

109. See footnote to Article 290 (2).
110. See footnote to Article 290 (2).

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2. In circumstances where the lessor delays th
e hand over of the property, the lessee may extend
[the time] for the hand over of the property or may cancel the contract and demand
compensation for damage; if the leased propert y fails to satisfy the quality agreed upon, the
lessee shall be entitled to demand that the lessor re pair it [or] reduce the rental price, or cancel
the contract and demand compensation for damage.
Article 482. The Obligation to Guarantee the Utility Value of Leased Property
1. The lessor must guarantee that the leased propert y is in the agreed condition and is suitable for
the purpose of the lease during the entire lease term; [the lessor] must repair any damages and
defects of the leased property, except for minor damage which, according to customary practice,
the lessee must repair him/herself.
2. In circumstances where the utility value of the leased property decreases but not due to the
lessor’s fault, the lessee shall have the ri ght to demand from the lessor [the following]:
a. The repair of the property;
b. A reduction of the rental price;
c. The exchange of the property for another or [alternatively, the lessee may] unilaterally
suspend the performance of the contract and demand compensation for damage if the
leased property is beyond repair and thus th e purpose of the lease can not be achieved,
or if the property has defects of which the lessee was not aware.
3. In circumstances where the lessor has been given notice but fails to make the repairs or fails to
make the repairs in time, the lessee shall have the right to repair the leased property him/herself,
but must inform the lessor [thereof] and sha ll have the right to demand from the lessor the
reimbursement of the repair costs.
Article 483. Obligation to Guarantee the Lessee’s Right to Use the Property
The lessor must guarantee the lessee’s right of quiet enjoyment of the property.
In case of a dispute as to the ownership rights to the leased property which prevent its quiet enjoyment
by the lessee, the lessee shall have the right to unila terally suspend the performance of the contract and
demand compensation for damage.
Article 484. Obligation to Take Care of Leased Property
1. The lessee must take care of the leased property as if it were his own, must take care of it and
make minor repairs; if [the lessee] causes the loss of or damage to the property, [he/she] must
compensate.
The lessee shall not be liable for normal wear a nd tear due to the use of the leased property.
2. The lessee may effect [major] repairs/improvements
(111) to the leased property and increase its
value with the lessor’s consent, and shall have the right to demand reimbursement for reasonable
costs [incurred] from the lessor.
Article 485. Obligation to Use Leased Property Strictly in Accordance with its Utility, [and] the Agreed Purpose
1. The lessee must use the leased property stric tly in accordance with its utility and the purpose
agreed upon.

111. The English terms “r epairs/improvements” used above are not a literal translation of the original
Vietnamese term ” tu søa” used in this paragraph. The term ” tu søa” combines the meanings of the terms
“repair”, “maintain”, “renovate”, “improve” and “rebuild”.

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2. In circumstances where the lessee fails to use
the leased property strictly in accordance with its
purpose and utility, the lessor shall have the right to unilaterally suspend the performance of the
contract and may demand compensation for damage.
Article 486. Payment of Rent
1. The lessee must pay the rent in full and strictly at the time agreed upon; in the absence of an
agreement on the time of rent payment, the time of payment shall be determined in accordance
with the customary practice at the place of paymen t; if it is impossible to determine the time of
payment in accordance with customary practice, the lessee must make payment when he/she
returns the leased property.
2. In circumstances where the parties have agreed upon payment of rent in instalments, the lessor
shall have the right to unilaterally suspend the performance of the lease contract if the lessee
fails to make payment for three consecutive in stalments, except where otherwise agreed or
stipulated by law.
Article 487. Return of Leased Property
1. The lessee must return the leased property in the same condition as it was received, except for
normal wear and tear, or in the condition agreed upon in the contract; if the value of the leased
property has decreased compared to its conditi on at the time of receipt, the lessor shall be
entitled to demand compensation for damage, except for normal wear and tear.
2. In circumstances where the leased property is moveable property, the place for returning the
leased property shall be the lessor’s place of resi dence or head office, except in circumstances
where otherwise agreed.
3. In circumstances where the lessee delays the retu rn of the leased property, the lessor shall have
the right to demand that the lessee return s the leased property and pays rent for
(112) the period of
delay, and [the lessee] must compensate for dama ge; the lessee must pay a penalty for the late
return of the leased property, if so agreed.
The lessee must bear the risks with respect to the leased property during the period of delayed
return.
4. In circumstances where the leased property is livestock, the lessee must return both the leased
livestock and any offspring born during the lease te rm, if not agreed otherwise. The lessor must
reimburse the lessee for expenses incurred to care for the offspring.
Article 488. Termination of Leases
Lease contracts shall terminate in the following circumstances:
1. The lease term has expired;
2. The parties agree on termination prior to expiry; if, with respect to lease contracts without a
fixed term, the lessor wishes to terminate the c ontract, [he/she] must give reasonable advance
notice
(113) , if there is no other agreement as to the period of advance notification;
3. The performance of the contract is unilaterally suspended or the contract is cancelled; [and] 4. The leased property has ceased to exist.

II. CONTRACTS FOR THE LEASE OF HOUSES

112. The Vietnamese phrase is “ph¢i bŸo cho bÅn thuÅ biÆt trõèc mæt théi gian hìp lû ” which is must give
advance notice …. of a reasonable period of time” if translated literally. It does not certain the term ‘trong” or
“within”

113. See footnote to Article 487 (3).

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1- CONTRACTS FOR THE LEASE OF RESIDENTIAL HOUSES

Article 489. Form of Contracts for the Lease of Residential Houses
A contract for the lease of residential houses must be made in writing [and], if the lease has a term of six
months or more, it must be notarised by a State not ary public or authenticated by the competent People’s
Committee and must be registered with the competent State authority.
Article 490. Rental Prices for the Lease of Residential Houses
1. The rental price for residential leases shall be agreed upon by the parties. In circumstances
where the law prescribes frames of rental prices for residential leases, the rental price may not
exceed such price frames.
2. With respect to contracts for the lease of reside ntial houses with a term of two years or more, if
adjustments to the price frames for residential l eases are promulgated by the State, the rental
prices shall also be adjusted accordingly.
3. With respect to contracts for the lease of reside ntial houses with a term of two years or more, if
the lessor has improved or upgraded [the propert y], [he/she] shall be entitled to increase the
rental price, but must give the lessee at leas t three months advance notice from the moment at
which the improvement or upgrading [works] are completed.
If the lessee does not agree to the rent increase, [he/she] shall be entitled to initiate a legal action
to request a court to resolve the dispute. The new rental price shall be determined by a court
based on the increase in the utility value after the repairs, [and] improvements.
Article 491. Obligations of Lessors of Residential Houses
Lessors of residential houses ha ve the following obligations:
1. Hand over the house to the lessee stric tly in accordance with the contract;
2. Guarantee the lessee’s right of quiet enjoyment of the house during the term of the lease; [and] 3. Maintain, [and] repair the house periodically or as agreed upon; if the lessor, by failing to
maintain [and] repair the house, causes damage to the lessee, [he/she] must pay compensation.
Article 492. Rights of Lessors of Residential Houses
Lessors of residential houses have the following rights:
1. Receive the rent in full and strictly at the time agreed upon;
2. Unilaterally suspend the performance of the house le ase contract as stipulated in Clauses 1 and 3
of Article 497 of this Code;
3. Improve and upgrade the leased house with the lessee’s consent, but without causing inconvenience to the lessee’s use of the accommodation; [and] 4. Repossess the leased house when the lease contract has expired; if the contract does not provide
for a lease term, the lessor must give the lessee six months’ advance notice if he/she wishes to
repossess the house.
Article 493. Obligations of Lessees of Residential Houses
Lessees of residential houses have the following obligations:
1. Use the house strictly for the purpose agreed upon;
2. Pay the rent in full and strictly at the time agreed upon;
3. Look after the house, [and] repair any defects caused by himself/herself;
4. Respect the rules on public activities; [and] 5. Return the house to the lessor stric tly in accordance with the agreement.
Article 494. Rights of Lessees of Residential Houses
Lessees of residential houses have the following rights:
1. Take possession of the leased house stri ctly in accordance with the agreement;

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Clifford Chance and Baker & McKenzie 100
2. Exchange the currently leased house with
another lessee with the lessor’s written consent;
3. Sub-let the currently leased house with the lessor’s written consent;
4. In circumstances where the owner of the house is changed, to continue to lease the house at the
terms agreed with the [original] lessor;
5. Have the priority right to sign subsequent leas e contracts, if the lease term has expired and the
house continues to be used for lease; [and] 6. Have the preemptive right to purchase the leased house as stipulated in Article 446 of this Code;
[and] 7. Unilaterally suspend the performance of the house lease contract as stipulated in Clause 2 and
Clause 3 of Article 497 of this Code.
Article 495. Repairs of Currently Leased Residential Houses
1. If the lessor wishes to make periodic or unexp ected major repairs to the house, [he/she] must
give the lessee one month’s advance notice of th e moment at which the repairs shall commence
and of their duration.
2. The lessee must arrange his/her own tempor ary accommodation for the duration of periodic
repairs; the lessor must provide temporary accommodation for the lessee during unexpected
major repairs, if not agreed otherwise.
3. In circumstances where the repair work last s one month or longer and the lessee has arranged
temporary accommodation on his/her own, the lessee shall not pay rent [for the leased house] during such periods and shall have the right to extend the lease term by a period equal to the
duration of repairs.
4. The lessee shall have the right to demand that the lessor repair the house if it suffers from serious
damage; if the lessor fails to make the repairs, the lessee may make the repairs by him/herself or
[alternatively] shall have the right to unilatera lly suspend the performance of the contract and
demand compensation for damage; if the lessee repairs the house him/herself, he/she must
notify the lessor [thereof] and may demand from the lessor the reimbursement of the repair costs
or their deduction from the rent.
Article 496. Rights and Obligations of Persons of the Lessee Who Are Named in Contracts for
the Lease of Residential House s
Persons of the lessee who are named in the reside ntial house lease contract have equal rights and
obligations in respect of the lessor and must jointly perform the obligations of the lessee to the lessor.
Article 497. Unilateral Suspension of the Performa nce of Contracts for the Lease of Residential
Houses
1. The lessor of the house shall have the right to unilaterally suspend the performance of the house
lease contract and demand compensation for dama ge, if the lessee commits any of the following
acts:
a. Fails to pay rent for three consecutive months or more without a legitimate reason;
b. Fails to use the house strictly in accordance with the lease purpose;
c. Intentionally causes serious damage to the house;
d. Repairs, exchanges or sub-lets the entirety or part of the leased house to others without
the lessor’s consent;
e. Repeatedly disturbs public order and seri ously affects the normal activities of people in
the vicinity; [and] f. Causes serious [adverse] impacts to environmental hygiene.

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2. The lessee of the house shall have the right to
unilaterally suspend the performance of the lease
contract and demand compensation for damage, if the lessor commits any of the following acts:
a. Fails to repair the house when its quality has declined seriously; [and] b. Increases the rent unreasonably.
The lessee also shall have the right to unila terally suspend the performance of the house lease
contract if the right to use the house is restricted by third party interests.
3. The party which unilaterally suspends the perfo rmance of the house lease contract must give one
month’s advance notice to the other party, if not agreed otherwise.
Article 498. Termination of Contracts for the Lease of Residential Houses
Contracts for the lease of residential hous es shall terminate in the following cases:
1. The lease contract has expired; if the contract does not specify the term of the lease, the contract
shall terminate six months after the date on whic h the lessor informs the lessee of [his intention
to] repossess the house;
2. The leased house has ceased to exist;
3. The lessee dies without a [surviving] co-habitant; [and] 4. The leased house must be demolished due to seve re defects and the danger of collapse or due to
the implementation of construction plans of the State.
Article 499. Right to Remain in Occupation
The lessee of the house shall have the right to remain in occupation for a duration of no more than three
months, if the house lease contract has expire d if he/she encounters difficulties in finding
accommodation and an extension of the house lease contract does not seriously affect the lessor’s
interests.
Article 500. Right to Continue the Performan ce of Contracts for the Lease of Residential
Houses Upon the Lessee’s Death
Where the lessee dies and the lease term has not yet expired, the lessee’s [surviving] co-habitants shall
have the right to continue the performance of the lease contract until its expiry.
Article 501. Right to Continue a House Lease Upon Change of the Owner
In circumstances where there is a change of the owne r of a currently leased house but the lease term or
the [lessee’s] right to remain in occupation has not ye t expired, the lessee shall have the right to continue
to lease the house at the terms agreed with the prev ious lessor; the new owner shall have the rights and
obligations of a lessor with respect to the lessee.
2. LEASE OF HOUSES FOR OTHER PURPOSES
Article 502. Lease of Houses for Other Purposes
Except where the law does not provide otherwise, the provisions in Articles 489 to 501 of this Code shall
also apply to the lease of houses which are used for purposes other than the lease as a residential house,
with the exception of the priority right to sign subsequent lease contracts, the preemptive right of
purchase, the right to remain in occupation [after th e lease has expired] and the right to continue the
performance of the lease contract stipulated in Clau se 5 and Clause 6 of Article 494, and in Articles 499
and 500 of this Code.
III – CONTRACTS FOR THE ” THUÅ KHOŸN” LEASE
(114) OF PROPERTY

114. There does not appear to be a suitable English translation for the term ” thuÅ khoŸn” which would clearly
distinguish this type of lease contract from an “ordinary” contract for the lease of property. As a matter of
practice, ” thuÅ khoŸn contracts” have been primarily used in agr iculture, forestry and aquaculture in the
context of contracting out plots of land, forest and water surfaces to family households for full or partial
exploitation during a specified time. Traditionally, t he households would pay rent in the form of a fixed

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Article 503. Contracts for the ”
ThuÅ KhoŸn” of Property
A contract for “t huÅ khoŸn” of property is an agreement between the parties pursuant to which the
” thuÅ khoŸn ” lessor hands over the property to the ” thuÅ khoŸn” lessee for the exploitation of utility,
and for the enjoyment of the fruits, [and] in come gained from such property and [the “thuÅ khoŸn”
lessee] has the obligation to pay rent.
Article 504. Subjects of Contracts for the “T huÅ KhoŸn” Lease of Property
The subjects of a ” thuÅ khoŸn” lease contract may be land, forest, unexploited water surfaces,
livestock, production [or] business facilities, [or] othe r materials/means of production together with the
equipment required for the exploitation of their utility , [and] the enjoyment of the fruits, [and] income
[generated therefrom], except in circumstan ces where the law provides otherwise.
Article 505. “ThuÅ KhoŸn” Lease Term
The “t huÅ khoŸn ” lease term shall be agreed by the partie s according to the production, [or] business
cycle consistent with the nature of the ” thuÅ khoŸn” subject.
Article 506. Form of ” ThuÅ KhoŸn” Lease Contracts
A ” thuÅ khoŸn ” lease contract must be made in writing, notarised by a State notary public or
authenticated by the competent Pe ople’s Committee and must be registered with the competent State
authority, if so stipulated by law.
Article 507. ” ThuÅ KhoŸn” Rental Price
The ” thuÅ khoŸn ” rental price shall be agreed by the parties; if the ” thuÅ khoŸn” lease is awarded by
tender, its rental price shall be the price determined by bidding.
Article 508. Hand Over of ” ThuÅ KhoŸn” Leased Property
Upon hand over of the ” thuÅ khoŸn” lease property, the parties must prepare a protocol to assess its
condition and determine its value.
If the parties are unable to determine the value, a thir d party shall be invited to determine the value and
[such determination] must be made in writing.
Article 509. Payment of ” ThuÅ KhoŸn” Rent and Method of Payment
1. Rent may be [paid] in kind, money or by performing a task.
2. The ” thuÅ khoŸn” lessee must pay the ” thuÅ khoŸn” rent in full even where he/she does not
exploit the utility of the ” thuÅ khoŸn” leased property.
3. When entering into a ” thuÅ khoŸn” lease contract, the parties may agree on the conditions for a
rent reduction; if at least one third of the fruits, or income is lost as a result of an event of force
majeure, the ” thuÅ khoŸn” lessee shall be entitled to demand a reduction of, or exemption from
rent, except in circumstances where otherwise agreed.
4. In circumstances where the ” thuÅ khoŸn” lessee must pay in kind according to the seasonal
exploitation or the cycle of exploitation of the utility of the ” thuÅ khoŸn” leased property,
payment must be made at the end of the season or cycle, except in circumstances where agreed
otherwise.
5. In circumstances where the ” thuÅ khoŸn” lessee must perform a task, he/she must perform the
agreed task.
Article 510. Exploitation of ” ThuÅ KhoŸn” Leased Property

portion of the output from such land and forest Any portion exceeding such quota belonged to the ” thuÅ
khoŸn lessee”. In recent years, this concept has al so been used with respect to livestock, agricultural
equipment and in other areas. In the following, the original Vietnamese term is used.

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The ”
thuÅ khoŸn ” lessee must exploit the ” thuÅ khoŸn” leased property for the agreed purpose and
must notify the ” thuÅ khoŸn” lessor periodically of its condition and th e status of its exploitation; if the
” thuÅ khoŸn ” lessor has any unexpected request or requires unexpected notification, the ” thuÅ khoŸn”
lessee give prompt notice. If the ” thuÅ khoŸn” lessee does not exploit the ” thuÅ khoŸn” leased
property strictly in accordance with the [agreed] purpose, the ” thuÅ khoŸn” lessor shall have the right to
unilaterally suspend the performance of the cont ract and demand compensation for damage.
Article 511. Taking Care, Maintenan ce and Disposal With Respect to “ThuÅ KhoŸn” Leased
Property
1. During the period of exploitation of the ” thuÅ khoŸn” leased property, the ” thuÅ khoŸn”
lessee must take care of, [and] maintain the ” thuÅ khoŸn” leased property and the
accompanying equipment at its own expense, excep t in circumstances where otherwise agreed;
if the ” thuÅ khoŸn ” lessee causes the loss of or damage to the ” thuÅ khoŸn” leased property
or causes the loss or reduction of its value, [h e/she] must pay compensation for damage. The
” thuÅ khoŸn ” lessee shall not be liable for normal wear and tear due to the use of the ” thuÅ
khoŸn ” leased property.
2. The ” thuÅ khoŸn” lessee may on its own replace, [and/or] improve the ” thuÅ khoŸn” leased
property, if so agreed, and must preserve its value.
The ” thuÅ khoŸn” lessor must reimburse the ” thuÅ khoŸn” lessee for the reasonable expenses
of the replacement, [and/or] improvement of the ” thuÅ khoŸn” leased property as agreed upon.

3. The ” thuÅ khoŸn” lessee may not sub-let [the ” thuÅ khoŸn” leased property] except with the
” thuÅ khoŸn ” lessor’s consent.
Article 512. Enjoyment of Fruits, and Allocation of Losses With Respect to the ” ThuÅ
khoŸn ” Lease of Livestock
During the term of a ” thuÅ khoŸn” lease of livestock, the ” thuÅ khoŸn” lessee shall be entitled to
enjoy half of any new-born livestock and must bear half of any losses of ” thuÅ khoŸn” leased livestock
caused by an event of force majeure, except in circumstances where agreed otherwise.
Article 513. Unilateral Suspension of the Performance of ” ThuÅ KhoŸn” Lease Contracts
1. In circumstances where one party unilaterally su spends the performance of the contract, [he/she] must give reasonable advance notice
(115) to the other party within a reasonable period of time; if
the ” thuÅ khoŸn ” lease is for the season or cycle of exploitation, then the period of advance
notification must conform therewith.
2. In circumstances where the ” thuÅ khoŸn” lessee breaches its obligations, but the exploitation of
the ” thuÅ khoŸn ” leased property is its sole source of livelihood and a continuation of the
” thuÅ khoŸn ” lease would not seriously affect the interests of the ” thuÅ khoŸn” lessor, then
the ” thuÅ khoŸn ” lessor may not unilaterally suspend the performance of the contract; the
” thuÅ khoŸn ” lessee must undertake to the ” thuÅ khoŸn” lessor not to commit further
breaches of the contract.
Article 514. Return of ” ThuÅ KhoŸn” Leased Property
Upon the termination of a ” thuÅ khoŸn” lease contract, the ” thuÅ khoŸn” lessee must return the ” thuÅ
khoŸn ” leased property in a condition corresponding to th e agreed level of depreciation; if [the “thuÅ

115. See footnote to Article 488 (2).

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khoŸn
” lessee] has caused the loss or reduction of the value of the ” thuÅ khoŸn” leased property,
he/she must pay compensation for damage.

Section 6
CONTRACTS FOR THE BAILMENT OF PROPERTY [WITHOUT REWARD] (116)
Article 515. Contracts for the Bailment of Property [Without Reward] A contract for the bailment of property [without reward ] is an agreement between the parties pursuant to
which the bailor shall hand over property
(117) to the bailee for use free of charge during a [specified] time
period, and the bailee must return such property at the end of the bailment period or when the purpose of
the bailment has been achieved.
Article 516. Subjects of Contracts for the Bailment of Property [Without Reward] All “Kháng tiÅu hao”
(118) objects can be the subjects of a contract for the bailment of property [without
reward].
Article 517. Obligations of Bailees of Property
Bailees of property have the following obligations:
1. Take care of, [and] look after the bailment propert y as if it were his/her own property, and not to
change its condition on his/her own; if th e property suffers common damage, it must be
repaired;
2. Not to [effect] the re-bailment of [the propert y] to other persons without the bailor’s consent;
3. Return the bailment property on the due date; in the absence of an agreement on the time for
returning the property, the bailee must return the property immediately after the purpose of the
bailment has been achieved; [and] 4. Compensate for damage, where [the bailee] causes damage to or the loss of the bailment
property.
The bailee shall not be liable for normal wear and tear of the bailment property.
Article 518. Rights of Bailees of Property
Bailees of property have the following rights:
1. Use the bailment property strictly in accord ance with its utility and the purpose agreed upon;
[and] 2. Demand from the bailor the reimbursement of reas onable expenses for the repair of the bailment
property, or for the increase of its value, if so agreed.

Article 519. Obligations of Bailors of Property
Bailors of property have the following obligations:
1. Provide the necessary information on the use of the property and its defects, if any;
2. Reimburse the bailee for expenses for the repair of the property, [or] for [any] increase of its
value, if so agreed; [and]

116. The Vietnamese phrase is ” hìp Ñãng cho mõìn t¡i s¢n” which is “contract for borrowing property” if
translated literally.

117. The original Vietnamese term used here does not specify the types of property covered.
118. See footnote to Article 185.

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3. Compensate the bailee for damage, where [the ba
ilor] is aware of any defects to the property but
fails to notify the bailee thereof, and [such failure ] results in damage to the bailee, except where
the bailee is or ought to be aware [of such defect].
Article 520. Rights of Bailors of Property
Bailors of property have the following rights:
1. In the absence of an agreement on the bailment period, to reclaim the property immediately after
the bailee has achieved his/her/its purpose; if th e bailor suddenly and urgently needs to use the
bailment property, [he/she/it] may reclaim it even if the bailee has not yet achieved [his/her/its] purpose, but must give reasonable advance notice
(119) [to the bailee];
2. Reclaim the property where the bailee fails to use it strictly in accordance with the purpose,
[and/or] utility or the method agreed upon, or where the bailee [effects] the bailment [of the
property] without the bailor’s consent; [and] 3. Demand compensation for damage to the property caused by the bailee.

Section 7
CONTRACTS FOR SERVICES
Article 521. Contracts for Services
A contract for services is an agr eement between the parties pursuant to which the provider of the service
shall perform a task for the hirer of the service, and the hirer must pay a service charge to the provider of
the service.
Article 522. Subjects of Contracts for Services
The subject of a contract for services must be a ta sk which is capable of being performed, not prohibited
by law, [and] does not contravene social morality.
Article 523. Obligations of Hirers of Services
A hirer of services has the following obligations:
1. Supply the provider of the services with th e information, documentation and facilities necessary
for the performance of the work, if so agreed or if the performance of the service so requires;
[and] 2. Pay a service charge to the provider of the services, as agreed upon.
Article 524. Rights of Hirers of Services
A hirer of services has the following rights:
1. Demand that the provider of the services perfo rms the task strictly in compliance with the
agreement on the quality, quantity, time and location and other agreements; [and] 2. In circumstances where a provider of services breaches its obligations, the hirer of the services
shall have the right to cancel the contract or to unilaterally suspend the performance of the
contract and demand compensation for damage.
Article 525. Obligations of Providers of Services
A provider of services has the following obligations:
1. Perform the task strictly in compliance w ith the agreement on the quality, quantity, time and
location and other agreements;
2. Not assign the task to another person for perfo rmance on its behalf without the consent of the
hirer of the services;

119. See footnote to Article 488 (2).

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3. Take care of, and return, after the comple
tion of the task, the documentation and facilities
supplied for performing the service to the hirer of the services;
4. Promptly notify the hirer of the services if the information, [and/or] documentation are insufficient, [and/or] if the facilities fail to satisfy the quality [standard required] for the
fulfilment of the task;
5. Keep confidential any information of which [he/she] has had knowledge during the period of
providing the service, if so agreed or provided by law; [and] 6. Compensate the hirer of the services for dama ge, if [he/she] causes the loss of, or damage to
supplied documentation, [or] facilities or if he/she discloses confidential information.
Article 526. Rights of Providers of Services
A provider of services has the following rights:
1. Demand that the hirer of the services provi de the [necessary] information, documentation and
facilities;
2. Alter the terms of the service for the benefit of the hirer of the services without necessarily being
required to await the hirer’s opinion where such wait would cause damage to the hirer of the
services provided, however, that the provider of th e services must promptly inform the hirer of
the services [thereof]; [and] 3. Demand that the hirer of the services pay the service charge.
Article 527. Payment of Service Charges
1. The hirer of the services must pay the agreed service charge upon completion of the task; in the
absence of an agreement on the rate of the serv ice charge, the applicable rate shall be the
average rate charged for tasks of the same type at the moment and place of completing the task.
2. The hirer of the services must pay the service charge at the place where the service is performed
[and] at the time of its completion, if not agreed otherwise.
3. In circumstances where the quality [and] quantity of the service fail to achieve [the] agreed
[standard] or the task is not completed in time due to the fault of the provider of the services,
then the hirer of the services shall be entitled to reduce the service charge and demand
compensation for damage.
Article 528. Unilateral Suspension of the Performance of Contracts for Services
1. In circumstances where the continued performan ce of services does not benefit the hirer of the
services, the hirer of the services shall have th e right to unilaterally suspend the performance of
the contract, but [it] must give reasonable advance notice
(120) to the provider of the services; the
hirer of the services must pay a service char ge according to the quantity and quality of the
services already performed by the servi ce provider and must compensate for damage.
2. In circumstances where the hirer of the servi ces fails to perform its obligations or fails to
properly perform [them] in accordance with the ag reement, the provider of the services shall
have the right to unilaterally suspend the perfo rmance of the contract and demand compensation
for damage.
Article 529. Continuation of Contracts for Services
If, after the expiry of the service period, the work has not yet been completed and the provider of the
services continues its performance, whereas the hirer of the services is aware thereof but does not object,

120. See footnote to Article 488 (2).

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then the performance of the contract for services
shall automatically be deemed to continue in
accordance with the contents agreed until the work is completed.

Section 8
TRANSPORT CONTRACTS
I- CONTRACTS FOR THE TRANSPORT OF PASSENGERS
Article 530. Contracts for the Transport of Passengers
A contract for the transport of passengers is an agreement between the parties pursuant to which the
carrier shall transport the passengers [and] their lugga ge to the specified destination as agreed and the
passenger must pay a transport fare.
Article 531. Form of a Contract
1. A contract for the transport of passe ngers may be made in writing or orally.
2. A ticket shall constitute evidence of the entry into a contract by the parties.
Article 532. Obligations of Carriers
Carriers have the following obligations:
1. Carry the passengers safely from the place of de parture to the agreed destination on time, in a
civilised [and] courteous manner, by the means agreed, on the [prescribed] route and at a
transport fare which is reasonable for the type of means of transport on that route; ensure that
there are sufficient seats for the passengers and that the carrier’s transport capacity is not
exceeded;
2. Purchase civil liability insurance for th e passengers in accordance with the law;
3. Ensure that the departure time is a dhered to as stipulated or agreed;
4. Carry and return the luggage to the passenger or the person entitled to receive the luggage in
accordance with the agreed destination, time and route; [and] 5. Refund the transport fare to passengers who unila terally suspend the performance of the contract
and return their ticket within the time limit as pr ovided in the transport regulations promulgated
by the competent State authorities.
Article 533. Rights of Carriers
Carriers have the following rights:
1. Demand that the passengers pay in full th e passenger transport fares and fares for the
transportation of personal luggage which exceeds the prescribed limit;
2. Refuse to carry passengers with a ticket, or th e further transport of passengers during the journey
in the following cases:
a. Where a passenger fails to abide by the carri er’s regulations or where his/her acts disturb
public order, obstruct the carrier’s work, pose a threat to life, [or] affect the health or
property of other persons or where a pa ssenger commits other acts which make it
impossible to ensure safety during the journey;
b. Where the passenger’s health condition is su ch that it is obvious to the carrier that the
transport would endanger the passenger him/her self or others during the journey; [and] c. In order to prevent the spread of contagious diseases.
In the circumstances referred to in Point a, Clause 2 of this Article, the passenger shall not receive a
refund of the ticket fare and must pay a fine, if so stipulated by the transport regulations.
In the circumstances referred to in Points b and c, Clause 2 of this Article, the passenger shall receive a
refund of the ticket fare or an am ount of money corresponding with the unused portion of the ticket, after
the deduction of fees.

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Article 534. Obligations of Passengers

Passengers have the following obligations:
1. Pay in full the passenger transport fare, [and] fares for the transportation of luggage which
exceeds the prescribed limit, and to take care of personal luggage themselves which is carried on
the person;
2. Be present at the place of departure at the agreed time; [and] 3. Respect [and] strictly abide by the carrier’s re gulations and all other regulations on the guarantee
of traffic safety.
Article 535. Rights of Passengers
Passengers have the following rights:
1. Demand to be transported by the agreed means of transportation, in the class commensurate with
the value of the [passenger’s] ticket, [and] in accordance with the route agreed upon;
2. Be exempt from transport fares for check-in l uggage and hand-luggage within the limits agreed
or stipulated by law;
3. Demand reimbursement for expenses incurred or compensation for damage [suffered], if the
carrier is at fault as a result of failing to [c onduct the] transport according to the time schedule
and destination agreed upon;
4. Receive a refund for the entirety or part of the transport fare in the circumstances stipulated in
Points b and c, Clause 2 of Article 533 of this Code and in other circumstances agreed upon or
stipulated by law;
5. Receive the luggage at the agreed destination in accordance with the [agreed] time and route;
[and] 6. Temporarily interrupt the journey for the dur ation and in accordance with the procedures
stipulated in the transport regulations.
Article 536. Liability to Compensate for Damage [and/or Injury] 1. In cases of loss of life, [and/or] damage [and/or injury] to the health of passengers, the carrier
must compensate in accordance with the provisions in this Code.
2. The carrier does not have to compensate for the loss of life, [and/or] damage [and/or injury] to the health and luggage of a passenger, where such loss, damage [and/or injury] is caused entirely
due to the passenger’s fault, except in circum stances where the law otherwise provides.
3. In circumstances where a passenger breaches th e agreed conditions for transport, [and/or] the
provisions of the transport regulations and ther eby causes damage [and/or injury] to the carrier
or a third party, [he/she] must compensate.
Article 537. Unilateral Suspension of Contracts
1. The carrier shall have the right to unilaterally suspend the performance of the contract in the
circumstances stipulated in Clause 2, Article 533 of this Code.
2. Passengers shall have the right to unilatera lly suspend the performance of the contract in
circumstances where the carrier breaches the oblig ations stipulated in Clauses 1, 3 and 4 of
Article 532 of this Code.

II. CONTRACTS FOR THE TRANSPORT OF PROPERTY
Article 538. Contracts for the Transport of Property
A contract for the transport of property is an agreem ent between the parties pursuant to which the carrier
is obliged to carry the property to the specified destination as agreed upon and to hand it over to the
person entitled to receive it, and the hirer of the trans port [service] is obliged to pay the freight charges.

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Article 539. Form of Contracts for the Transport of Property

1. A contract for the transport of property may be entered into orally or in writing. In
circumstances where the parties agree or the law provides that the contract must be made in
writing, such form must be complied with.
2. Where the transportation of property involves a bill of lading, the bill of lading shall constitute
evidence of the entry into a contract by the parties.
Article 540. Hand Over of Property to the Carrier
1. The hirer of the transport [service] has the ob ligation to hand over the property to the carrier at
the agreed time [and] place and to pack [the prope rty] in accordance with the specifications
agreed upon; [the hirer] must bear the costs fo r loading the property onto the means of transport,
except in circumstances where otherwise agreed.
2. In circumstances where the hirer of the trans port [service] fails to hand over the property at the
agreed time [and] place, [the hirer] must reimburse the carrier for the waiting costs and must pay
the freight charges for the transport of the propert y to the destination agreed in the contract or
must pay a penalty for breach [of contract] as agreed ; if the carrier delays the acceptance of the
property at the place of transport, [the carrier] must bear the costs arising from the delayed
acceptance.
Article 541. Freight Charges
1. The rates of freight charges shall be agreed upon by the parties; if the law stipulates the rates of
freight charges, such rates shall apply.
2. The hirer of the transport [service] must pay the freight charges in full after the property has
been transferred onto the means of tran sport, except where agreed otherwise.
Article 542. Obligations of Carriers
Carriers have the following obligations:
1. Ensure that the property is transported in its en tirety [and] safely to the stated destination at the
specified time;
2. Hand over the property to the person entitled to receive it;
3. Bear all costs related to the transport of the property, except where agreed otherwise;
4. Buy civil liability insurance for the property in accordance with the provisions of law; [and] 5. Compensate the hirer of the transport [service] for damage in circumstances where the loss of, or
damage to the property is incurred as a result of the carrier’s fault, except where otherwise
agreed or stipulated by law.
Article 543. Rights of Carriers
Carriers have the following rights:
1. Check the authenticity of the property and the bill of lading;
2. Refuse the transport of property which is not of the type of property agreed upon in the contract;
3. Demand from the hirer of the transport [service] the full and timely payment of the freight charges;
4. Refuse the transport of property which is prohibited from transactions, [and] property of a
dangerous, [and/or] toxic nature, if the carrier knows or should have known
(121) thereof; [and] 5. Demand compensation for damage from the hirer of the transport [service].
Article 544. Obligations of Hirers of Transport [Services]

121. The drafters have included the statement “or should have known” although this appears to be inconsistent with the
carrier’s right to refuse to transport property and is more consistent with an obligation.

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Hirers of transport [services] have the following obligations:
1. Pay the freight charges to the carrier in full, at
the agreed time and in accordance with the agreed
method of payment; [and] 2. Look after the property during the transport, if so agreed. In circumstances where the hirer of
the transport [service] is to look after the property and the property is lost, [or] damaged, the
hirer of the transport [service] must bear [such loss or damage].
Article 545. Rights of Hirers of Transport [Services] Hirers of transport [services] have the following rights:
1. Demand that the carrier transport the property to the agreed destination [and] at the time agreed
upon;
2. Directly receive the property whose transport ha s been hired or appoint a third party to do so;
[and] 3. Demand compensation for damage from the carrier.
Article 546. Delivery of Property to the Recipient
1. The party receiving the property may be the hire r of its transport or a third party which is
appointed by the hirer to receive it.
2. The carrier must deliver the property to the recipi ent in its entirety, at the agreed time [and] place
in accordance with the method agreed upon;
3. In circumstances where the property is transfe rred to the destination at the agreed time but no
party receives it, the carrier may deposit that property in storage and must immediately notify
the hirer of the transport [services] or the recipient of the property [thereof]. The hirer of the
transport [services] or the recipient must bear a ll reasonable expenses incurred for the storage of
the property.
The obligation to deliver the property is fulf illed when it has been deposited in a manner which
ensures [that] the agreed quantity, quality and ot her agreed conditions [are satisfied], and the
carrier has notified the hirer of the transport [services] or the recipient of the property of the
storage.
Article 547. Obligations of Recipients of Property
Recipients of property have the following obligations:
1. Present to the carrier the bill of lading or ot her documents evidencing the recipient’s right to
receive the property and accept the property at the time and place agreed upon;
2. Bear the costs for unloading the transported prope rty, if not otherwise agreed or provided by the
transport regulations;
3. Pay the costs due from the delayed collection of the property; [and] 4. Notify the hirer of the transport [services] of th e receipt of the property and provide [the hirer] with all other necessary information as requested by the hirer; if [the recipient] fails to give
[such] notification, [the recipient] shall not be entitled to demand from the hirer of the transport
[service] the protection of the recipient’s rights, [and] interests relating to the transported
property.
Article 548. Rights of Recipients of Property
Recipients of property have the following rights:
1. Check the quantity, [and] quality of the delivered property;
2. Accept the delivered property;
3. Demand from the hirer of the transport [ser vice] the payment of costs for awaiting the
acceptance of the property, where the carrier delays the delivery; [and]

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4. Demand compensation for the loss of, or damage to [carried] property directly from the carrier,
or to notify the hirer of the transport [service] to claim such compensation from the carrier.
Article 549. Liability to Compensate for Damage [and/or Injury] 1. The carrier must compensate the hirer of th e transport [service] for damage, if [the carrier] allowed
(122) the loss of, or damage to property [to happen], except in the cases stipulated in
Clause 2 of Article 544 of this Code;
2. The hirer of the transport [service] must comp ensate the carrier and third parties for damage
[and/or injury] if the property for which the trans port is hired is of a dangerous or toxic nature
and [the hirer] failed to take [necessary] meas ures in packing and ensuring safety during the
course of transport; [and] 3. In circumstances where a force majeure results in the loss, damage or destruction of property
during the course of transport, the carrier bear s no liability for compensation for damage [and/or
injury], except where otherwise agreed or stipulated by law.

Section 9
PROCESSING CONTRACTS
Article 550. Processing Contracts
A processing contract is an agreement between the parties, pursuant to which the processor performs a
task in order to create products at the processee’ s request, and the processee accepts the products and
pays labour charges.
Article 551. Subjects of Processing Contracts
The subjects of a processing contract shall be an item which is pre-determined by samples, [and] standards which are agreed to by the parties or stipulated by law.
Article 552. Obligations of the Processee
The processee has the following obligations:
1. Supply the raw materials to the processor stri ctly in accordance with the [agreed] quantity,
quality, and at the [agreed] time and place, except in circumstances where agreed otherwise by
the parties; provide all necessary doc uments relating to the processing work;
2. Provide instructions to the processor for its performance of the contract; [and] 3. Pay labour charges as agreed.
Article 553. Rights of the Processee
The processee has the following rights:
1. Accept the processed products according to the method, time and place agreed upon;
2. Unilaterally suspend the performance of the c ontract and demand compensation for damage if
the processor breaches the contract; [and] 3. In circumstances where the products fail to satis fy the quality at which the processee consents to
accept the products but [the processee] demands repairs which the processor is unable to
perform within the agreed time period, the proce ssee shall have the right to cancel the contract
and demand compensation for damage.
Article 554. Obligations of the Processor
The processor has the following rights:
1. Take care of the materials supplied by the processee;

122. See footnote to Article 148 (2).

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2. Notify the processee in order to
exchange the [supplied] raw materials for other raw materials, if
the quality of the [supplied] raw materials is not sa tisfactory; refuse to perform the processing if
the use of the raw materials may create products which pose a danger to society; if [the
processor] fails to give such notification or fails to refuse [the performance], then [the processor] shall be liable for the products created;
3. Hand over the products to the processee stric tly in accordance with the quantity and quality and
at the time and place agreed upon;
4. Keep all information on the processing processes
(123) and the created products confidential;
5. Bear liability for the quality of the products if performing the task with his/her own raw
materials; [and] 6. Return remaining materials to the processee afte r completing [the performance] of the contract.
Article 555. Rights of the Processor
The processor has the following rights:
1. Demand that the processee hand over the raw ma terials strictly in accordance with the quality
and quantity and at the time and location agreed upon;
2. Refuse the unreasonable instructions of the process ee, if [the processor] is of the view that these
instructions could diminish the quality of the products, however, [the processor] must
immediately inform the processee thereof; [and] 3. Demand that the processee makes full payment of the labour charges in accordance with the
time and method agreed upon.
Article 556. Liability for Bearing Risks
Until the hand over of the products to the processee, the person who is the owner of the raw materials
must bear the risks with respect to the raw mate rials or the products created therefrom, except in
circumstances where otherwise agreed.
If the processee delays its acceptance of the products, the processee must bear the risks during the period
of delayed acceptance, including circumstances wher e the products are created from the processor’s raw
materials, except in circumst ances where otherwise agreed.
If the processor delays the hand over of the processe d products and that [delay] gives rise to risks in
respect of the processed property, [the processo r] must compensate for damage incurred by the
processee.
Article 557. Hand Over, [and] Accep tance of the Processed Products
The processor must hand over the products and the processee must accept them at the time and place
agreed upon.
Article 558. Delayed Hand Over, [and] Del ayed Acceptance of the Processed Products
1. In circumstances where the processor dela ys the hand over of the processed products, the
processee may extend the period [for the hand over] ; if, upon the expiry of such extension, the
processor still has not fulfilled the task, the proce ssee shall have the right to unilaterally suspend
the performance of the contract and demand compensation for damage.
2. In circumstances where the processee dela ys in accepting the products, the processor may
deposit them at a storage facility and must immediately notify the processee thereof. The
obligation to hand over the products shall be fulfilled when the agreed terms are satisfied and the

123. The English term “processing processes” is a literal translation of the Vietnamese term ” quy trÖnh gia cáng”
used in this clause.

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processee has been notified. The processee must
bear all costs incurred for the storage [of the
products].
Article 559. Unilateral Suspension of the Performance of a Processing Contract
1. Each party shall have the right to unilate rally suspend the performance of the processing
contract, if the continued performance of the cont ract does not benefit it, except in circumstances
where otherwise agreed or provided by law, but [the party seeking the unilateral suspension] must give reasonable advance notice
(124) to the other party; if the processee unilaterally suspends
the performance of the contract, the processee must pay labour charges for the work already
performed; if the processor unilaterally suspends the performance of the contract, the processor
shall not be paid labour charges, except in circumstances where otherwise agreed.
2. The party which unilaterally suspends the pe rformance of the contract and thereby causes
damage to the other party must compensate.
Article 560. Payment of Labour Charges
1. The processee must pay the labour charges in full [and] at the moment of accepting the products,
if not otherwise agreed.
2. In circumstances where there is no agreement on the rate of labour charges, the applicable rate
shall be the average rate charged for the creati on of products of the same type at the place of
processing and at the time of payment.
3. The processee shall not be entitled to reduce the labour charges, if the quality of the products is
not satisfactory due to the raw materials supplie d or unreasonable instructions given by the
processee.
Article 561. Liquidation of Raw Materials
At the end of the processing contract, the processo r must return the remaining raw materials to the
processee, except in circumst ances where otherwise agreed.

Section 10
CONTRACTS FOR THE STORAGE OF PROPERTY
(125)
Article 562. Contracts for the Storage of Property
A contract for the storage of property is an agreem ent between the parties, pursuant to which the party
storing the property [hereinafter referred to as the ” caretaker”] accepts property of the party depositing it
[hereinafter referred to as the “depositor”] for the pur pose of taking care of and returning the same to the
depositor at the end of the contract period, and the depositor must pay a storage charge to the caretaker,
except where no charge may be made for the storage.
Article 563. Form of Contracts for the Storage of Property
A storage contract may be [made] orally or in writing; if the law provides that the storage contract must
be in writing, [and] notarised by a State notary public such form must be complied with.
The storage protocol, [and/or] the storage ticket shall c onstitute evidence of entering into the contract.
Article 564. Obligations of Depositors of Property
Depositors of property have the following obligations:

124. See footnote to Article 488 (2).
125. In one sense similar to a bailment with reward, but may also be wit hout reward in exceptional cases. See footnote re.
Art. 515ff. This translation adopts a literal approach, as the purpose of such contracts appears to be simply the storage
of goods (see Art. 566).

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1. Upon the hand over of the property, to immediately inform the caretaker about the condition of
the property and suitable measures to take care of it; if [the depositor] fails to provide such
information and the stored property is destroye d or damaged as a result of being improperly
taken care of, the depositor must bear [the loss or damage] itself; [and] if damage is caused, [the
depositor] must compensate; [and] 2. Pay the storage charges in full, at the agr eed time and in accordance with the method agreed
upon.
Article 565. Rights of Depositors of Property
Depositors of property have the following rights:
1. Reclaim the property at any time, if the storage contract does not specify a duration, but must
give reasonable advance notice
(126) to the caretaker; [and] 2. Demand compensation for damage, if the caretak er causes the loss of, or damage to the stored
property.
Article 566. Obligations of Caretakers of Property
Caretakers of property have the following obligations:
1. Take care of the property as agreed, [and] re turn the same to the depositor in the [same] condition as it was received;
2. Change the method of taking care of the propert y only if such change is necessary to improve
the care of the property but [the caretaker] mu st immediately notify the depositor thereof;
3. Promptly notify the depositor in writing if, due to its nature, the [stored] property is in danger of
being damaged [or] destroyed and demand that the depositor advise a solution within a
[specified] time period; if the depositor fails to re ply within such time period, the caretaker shall
be entitled to take all necessary measures to take care of [the property] and demand from the
depositor the payment of the costs [incurred]; [and] 4. Compensate for damage if [the caretaker] cause s the loss of or damage to the stored property,
except in circumstances of force majeure.
Article 567. Rights of Caretakers of Property
Caretakers of property have the following rights:
1. Demand that the depositor pay the storage charges agreed upon;
2. Demand that the depositor pay reasonable costs for the care of the property in circumstances
where no charge shall be made;
3. May demand at any time that the depositor take the property back, but [the caretaker] must give
reasonable advance notice
(127) to the depositor where the storage is for an indefinite period of
time; [and] 4. Sell the stored property [where it] is in da nger of being damaged or destroyed in order to
protect
(128) the depositor’s interests, inform the depos itor thereof and pay the proceeds received
from the sale to the depositor after deduction of re asonable expenses [incurred] for the sale of
the property.
Article 568. Return of Stored Property

126. See footnote to Article 488 (2).
127. See footnote to Article 488 (2).
128. The original Vietnamese term is ” b¢o Ñ¢m” which means “guarantee” or “ens ure” but the intended meaning
appears to be “protect”.

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1. The caretaker must return the same property
which [the caretaker] has received including the
fruits [therefrom], if any, except in ci rcumstances where otherwise agreed.
The place for returning the stored property sha ll be the place where it was deposited; if the
depositor wishes to have the property returned at another place, [the depositor] must bear the
costs for the transport [of the property] to such place, except in circumstances where otherwise
agreed.
2. The caretaker must return the property at th e [agreed] time and shall only be entitled to demand
that the depositor redeems the property prematurely, if there is a legitimate reason.
Article 569. Delay in Reclaiming Stored Property
In circumstances where the depositor delays in taki ng back the property, [the depositor] must pay all
costs for the care [of the property] and the storage ch arges to the caretaker and must bear the risks in
respect of the property during the period of delay in reclaiming.
If the caretaker delays in returning the property, [the caretaker] may not demand from the depositor
payment of storage charges and care costs [which are incurred] from the time of the delay of [its] return
and must bear the risks in respect of the property during the period of delaying the return.
Article 570. Payment of Storage Charges
1. The depositor must pay the storage charges in fu ll when taking back the stored property, if not
otherwise agreed.
2. In cases where the parties have no agreement on th e rate of storage charges, the applicable rate
shall be the average rate of storage charges at the time and place of payment of the storage
charges.
3. Where the depositor reclaims the property prematurely, [the depositor] must still pay the storage charges in full and must pay the necessary cost s which the caretaker incurs due to the early
return of the property, except in circ umstances where otherwise agreed.
4. Where the caretaker requests the depositor to take back the property prematurely, [the caretaker] shall not receive storage charges and must comp ensate for damage to the depositor, except in
circumstances where otherwise agreed.
5. The caretaker shall have the right to retain the stored property until [the caretaker] has received
full payment of the storage charges or compensation for damage.

Section 11
INSURANCE CONTRACTS
Article 571. Insurance Contracts
An insurance contract is an agr eement between the parties, pursuant to which the party purchasing the
insurance must pay an insurance pr emium, and the insurer must pay th e insurance benefit to the insured
if an insured event occurs.
Article 572. Types of Insurance Contracts
Insurance contracts include contracts for voluntary insu rance and contracts for compulsory insurance.
A contract for voluntary insurance is an agreement be tween the parties on the terms of insurance and the
rates of insurance premiums.
A contract for compulsory insurance is a contract whose insurance terms and insurance premium rates
are stipulated by law that the parties have the obligation to implement
(129) .

129. The Vietnamese phrase used here is capable of having two meanings. The first meaning is that the parties have the obligation to perform the compulsory in surance contract at the terms and premium rates prescribed by law; whereas
the second meaning is that the parties have the obligation to take out an insurance policy where the law imposes an

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Article 573. Subjects of Insurance Contracts

The subject of an insurance contract may be pe rsons, property, civil liabilities and other subjects
stipulated by law.
Article 574. Form of Insurance Contracts
Insurance contracts must be made in writing.
The insurance certificate or the insu rance policy shall constitute evidence of entering into an insurance
contract.
Article 575. Insured Events
Insured events shall be objective events agreed upon by the parties or stipulated by law at the occurrence
of which the insurer must pay the in surance benefit to the insured.
Article 576. Insurance Premiums
1. The insurance premium is the amount of money which the purchaser of the insurance must pay
to the insurer.
The time period for the payment of insurance pr emiums shall be agreed upon or stipulated by
law. Insurance premiums may be paid once or periodically.
2. In cases where the purchaser of the insurance delays in paying an insurance premium instalment,
the insurer shall set a time limit within which the purchaser of the insurance shall make
payment; if, upon the expiry of that time limit, the purchaser of the insurance has [still] not paid
the insurance premium, the c ontract shall terminate.
Article 577. Obligation of Purchasers of Insurance to Provide Information
1. When entering into an insurance contract, th e purchaser of the insurance must provide full
information relating to the subject of the insu rance as requested by the insurer, except for
information which the insurer already knew or should have known.
2. In cases where the purchaser of the insurance intentionally provides false information in order to
enter into the insurance contract for the purpose of enjoying the insurance coverage, the insurer
shall have the right to unilaterally suspend the pe rformance of the contract and collect insurance
premiums up to the time of suspending the contract.
Article 578. Obligation to Prevent Damage [and/or Injury] 1. The insured has the obligation to abide by the te rms stipulated in the contract, the provisions of
relevant law and to take measures to preven t [the occurrence of] damage [and/or injury].
2. In cases where the insured defaulted in taking measures to prevent damage [and/or injury] as
stated in the contract, the insurer shall have th e right to set a time limit within which the insured
shall implement these measures; if, upon expiry of that time limit, the prevention measures have
still not been taken, the insurer shall have the right to unilaterally suspend the performance of
the contract or not to pay the insurance benefit if an insured event occurs as a result of the failure
to implement the prevention measures.
Article 579. Obligations of the Purchaser of th e Insurance, the Insured and the Insurer Upon
the Occurrence of an Insured Event
1. Upon the occurrence of an insured event, the purchaser of the insurance or the insured must
immediately notify the insurer and must take all necessary measures possible within their
capacity to stop, [and/or] minimise the damage [and/or injury].

obligation to do so.

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2. The insurer must pay the necessary and reasonabl
e expenses which third parties have incurred to
stop, [and/or] minimise the damage [and/or injury].
Article 580. Payment of Insurance Benefit
1. The insurer must pay the insurance benefit to the insured within the time period agreed upon; if
a time period is not agreed, the insurer must pay the insurance benefit within fifteen days of
receipt of complete and duly executed documenta tion regarding the claim for payment of the
insurance benefit.
2. In cases where the insurer delays in paying the insurance benefit, [the insurer] must also pay
interest on the amount overdue at the interest rate for overdue debts set by the State Bank at the
time of payment of the insurance sum correspondi ng with the period of delayed payment.
3. In cases where the insured intentionally allows
(130) the occurrence of damage [and/or injury], the
insurer does not have to pay an insurance benefit; if [damage and/or injury] occurred
unintentionally, the insurer does not have to pa y such portion of the insurance benefit which
corresponds to the level of the insured’s fault.
Article 581. Transfer of Claims for Indemnity
1. In cases where a third party is at fault and th ereby causes damage [and/or injury] to the insured
and the insurer has paid the insurance benefit to the insured, the insurer shall have the right to
demand that [such] third party indemnify the su m already paid. The insured has the obligation
to provide the insurer with all necessary info rmation, documentation, [and] evidence which the
insured knows of to enable the in surer to exercise its right to demand with respect to the third
party.
2. In cases where the insured has received moneta ry compensation for damage [and/or injury] paid
by a third party but [the amount] is still less than the amount payable by the insurer, the insurer
must only pay the difference between the insura nce benefit and the amount paid by the third
party, except in circumstances where otherwise ag reed; if the insured has received the insurance
benefit but [the amount is] less than the damage [and/or injury] caused by the third party, the
insured shall retain [his/her] right to demand that the third party indemnify the difference
between the insurance benefit and the monetary compensation for damage [and/or injury].
The insurer shall be entitled to demand from the third party the full indemnity for the amount it
has paid to the insured.
Article 582. Life Insurance
In the case of life insurance, the insurer must pa y the insurance benefit to the insured or his/her
authorised representative upon the occurrence of the in sured event; if the insured dies, the insurance
benefit shall be paid to his/her heir.
Article 583. Property Insurance
1. The insurer must compensate for damage [incu rred] to the insured property in accordance with
the terms agreed or stipulated by law.
2. In cases where the ownership rights to insure d property are transferred to another person, the
new owner shall automatically substitute the former owner in the insurance contract, as from the
moment at which the ownership rights thereto are transferred. The former owner who has
purchased the insurance must notify the new owne r that the property is insured, [and] shall
inform the insurer in good time about the transfer of the ownership rights thereto; in the case of

130. See footnote to Article 148 (2).

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voluntary insurance, the new owner shall be en
titled to unilaterally suspend the performance of
the insurance contract.
Article 584. Civil Liability Insurance
1. In the case of third party civil liability insura nce according to an agreement or the provisions of
law, the insurer must, at the request of the insure d, compensate the purchaser of the insurance or
must make direct payment to the [injured] third party for the amount of damage [and/or injury] the purchaser of the insurance has caused to th e third party, in accordance with the insured
benefit agreed upon or stipulated by law.
2. In cases where the purchaser of the insura nce has already compensated the third party for
damage [and/or injury], [the purchaser] shall have the right to demand that the insurer indemnify
the amount the purchaser has already paid to the third party, but [such amount shall] not exceed
the insured benefit agreed by the parties or stipulated by law.

Section 12
AUTHORISATION CONTRACTS

Article 585. Authorisation Contracts
An authorisation contract is an agreement between th e parties pursuant to which the authorised party is
obliged to perform a task in the name of the author ising party, and the authorising party must only pay
remuneration, if so agreed or provided by law.
Article 586. Form of Authorisation Contracts
Authorisation contracts must be made in writing; if so agreed or provided by the law, the authorisation
contract must be notarised by a State notary pub lic or authenticated by the competent People’s
Committee.
Article 587. Term of Authorisation
The term of the authorisation shall be agreed by the parties or stipulated by law; if not agreed or
provided by law, the authorisation contract shall be effective for one year as from the date the
authorisation is established.
Article 588. Sub-delegation of Authorisation
The authorised party may only sub-delegate its author isation to a third party, if the authorising party
consents thereto or if so provided by law.
The form of the contract for the sub-delegation of authorisation must correspond with the form of the
original authorisation contract.
The sub-delegation of authorisation shall not exceed the scope of the original authorisation.
Article 589. Obligations of the Authorised Party
The authorised party has the following obligations:
1. Perform the task in accordance with the authorisation and inform the authorising party about its
implementation;
2. Notify third parties connected with the perfo rmance of the authorisation of the time limit and
scope of the authorisation and [any] amendm ents [and/or] supplements to the scope of
authorisation;
3. Take care of, [and] safeguard documents and f acilities provided to perform the authorised task;

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4. Keep all information confidential which [the
authorised party] comes to know during the
performance of the authorised task
(131) ;
5. Return to the authorising party the propert y received and benefits collected during the
performance of the authorised task
(132) , as agreed upon or provided by law; [and] 6. Compensate for damage [and/or injury] caused by the breach of the obligations stipulated in
Clauses 1, 2, 3, 4 and 5 of this Article.
Article 590. Rights of the Authorised Party
The authorised party has the following rights:
1. Demand that the authorising party provide the information, documentation and facilities
necessary for performing the delegated task; [and] 2. Receive remuneration, [and] be reimbursed for r easonable expenses that [the authorised party] has incurred to perform the delegated task.
Article 591. Obligations of the Authorising Party
The authorising party has the following obligations:
1. Provide the information, documentation and facilities necessary for the performance by the
authorised party of the delegated task;
2. Be liable for undertakings given intra vires by the authorised party; [and] 3. Reimburse reasonable expenses which the authoris ed party incurs to perform the delegated task
and pay remuneration to the authorised party, if agreed upon.
Article 592. Rights of the Authorising Party
The authorising party has the following rights:
1. Demand that the authorised party report fully on the performance of the authorised task;
2. Demand that the authorised party return the property
(133) [and] benefits collected from the
performance of the authorised task, if not otherwise agreed; [and] 3. Be compensated for damage [and/or injury], if the authorised party breaches the obligations
stipulated in Article 589 of this Code.
Article 593. Unilateral Suspension of the Performance of Authorisation Contracts
1. In cases where the authorisation involves paymen t of remuneration, the authorising party may at
any time unilaterally suspend the performance of th e contract, but must pay remuneration to the
authorised party in proportion to the work perfo rmed by it and compensate for damage [and/or
injury]; if the authorisation does not involve payment of remuneration, the authorising party
may at any time unilaterally suspend the performance of the contract, but must give advance
notice within a reasonable period of time
(134) to the authorised party.
The authorising party must notify third partie s in writing of the unilateral suspension of the
performance of the contract by the authorising party; if [it] fails to notify, contracts with third
parties shall remain in effect, except where such third parties knew or should have known of the
suspension of the authorisation contract.

131. The Vietnamese text states “authorisation” alt hough it appears that “authorised task” is the intended meaning.
132. See previous footnote.
133. It is not clear whether the property is one that was given to the authorised party or one that is generated during the
course of performance.

134. See footnote to Article 290 (2).

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2. In cases where an authorisation does not involve
payment of remuneration, the authorised party
may at any time unilaterally suspend the performance of the contract, but must give advance
notice within a reasonable period of time
(135) to the authorising party; if the authorisation
involves payment of remuneration, the authorised party may at any time unilaterally suspend the
performance of the contract and must compensate for damage [and/or injury] to the authorising
party.
Article 594. Termination of Authorisation Contracts
An authorisation contract shall terminate in the following circumstances:
1. The authorisation contract has expired;
2. The delegated task has been completed;
3. The authorising party, [or] the authorised party unilaterally suspend the performance of the
contract in accordance with the provisions in Article 420 and Article 593 of this Code; [or] 4. The authorising party or authorised party has died or has been declared missing or dead by a court or has lost the capacity for civil acts or whose capacity for civil acts is restricted.

Section 13
PROMISES OF REWARDS AND PRIZE COMPETITIONS
Article 595. Promises of Rewards
1. Persons who have made a public promise for a reward must pay that reward to persons who
have carried out the task at the promisor’s request.
2. The task for which the reward is promised must be specific, must be capable of being performed,
must not be prohibited by law, [and] mu st not contravene social morality.
Article 596. Revocation of Promises of Rewards
The promisor shall have the right to revoke his/ her promise of a reward as long as the time for
performing the [relevant] act has not commenced. The revocation of a reward promise must be made in
the manner in, and by the means in which the reward promise was [publicly] announced.
Article 597. Payment of Rewards
1. In cases where one person carries out a task fo r which a reward is promised, then that person
must be given the reward upon [his/her] accomplishment of the task.
2. Where several persons simultaneously carry out a task for which a reward is promised but do so
independently of each other, then the person w ho first accomplishes the task shall be given the
reward.
3. In cases where several persons simultaneous ly accomplish a task for which a reward is
promised, the reward shall be distributed in equal shares to each of them.
4. In cases where several persons co-operate with each other to carry out, at the promisor’s request,
a task for which a reward is promised, then each person shall receive a share of the reward in
proportion to his/her contribution.
Article 598. Prize Competitions
1. Persons who organise cultural, artistic, sports, scientific, technical and other competitions which
do not contravene the law, [or] social mo rality must publicly announce the participation
requirements, the scale of points, the prizes and the value of each prize.

135. See footnote to Article 290 (2).

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2. Any alteration of the participation requirements
must be made in the manner in which they were
announced [and] within a reasonable period of time before the competition is conducted.
3. The winner of a prize shall have the right to demand that the organiser of the competition hands
over a prize of the value publicly announced.

Chapter III
PERFORMANCE OF TASKS WITHOUT AUTHORISATION
Article 599. Performance of Tasks Without Authorisation
The performance of a task without authorisation means the voluntary performance of the task by a
person who is under no obligation to carry out the ta sk, [such performance being made] solely for the
benefit of the person for whom that task is perform ed [hereinafter referred to as the “beneficiary”
(136) ],
without the beneficiary’s knowledge or with his/he r knowledge but without objections being raised by
him/her.
Article 600. Obligation to Perform a Task Without Authorisation
1. Persons performing a task without authorisation have the obligation to carry out such task in
accordance with their capabilities [and] circumstances.
2. Persons performing a task without authorisation mu st carry out such task as if it were a task for
themselves; if they are aware of, or are able to infer the beneficiary’s intention, they must carry
out the task in accordance with such intention.
3. Persons performing a task without authorisation must notify the beneficiary of the process, [and] results of the performance, if so requested, ex cept in circumstances where the beneficiary is
already aware thereof or where the person performing the task without authorisation does not
know the beneficiary’s place of domicile.
4. In cases where the beneficiary dies, the pers on performing a task without authorisation must
continue its performance until the deceased’s heir[s] or representative[s] take over
[performance].
5. In cases where the person performing a task without authorisation has legitimate reasons for
being unable to continue performance, [he/she] must notify the beneficiary, [or the beneficiary’s] representative or close relatives or, [alternativ ely], he/she may ask another person to assume
performance on his/her behalf.
Article 601. Obligation of Payment by Beneficiaries for Tasks Performed Without Authorisation
1. The beneficiary of a task performed without authorisation must accept that work when it is
handed over to him/her by the person who has ca rried it out and must reimburse that person for
reasonable expenses incurred in carrying it out, even in circumstances where the performance
has failed to obtain the result desired by the beneficiary.
2. The beneficiary of a task performed without authorisation must pay remuneration to the person
who has carried it out if that person has carri ed out the task scrupulously, [and] for the
beneficiary’s benefit, except where the pers on who has rendered performance refuses [such
remuneration].
Article 602. Obligation to Compensate for Damage [and/or Injury]

136. For ease of reference, the term “beneficiary” is used here to replace the phrase “person who receives the benefit”.

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1. If the person who performs a task without aut
horisation intentionally causes damage [and/or
injury] while carrying it out, [he/she] must co mpensate for damage [and/or injury] to the
beneficiary of the performed task.
2. If the person who performs a work without aut horisation unintentionally causes damage [and/or
injury] while carrying it out, the amount of compensation payable by him/her may be reduced
based on the circumstances in which he/she has assumed the task.
Article 603. Terminating Performance of Tasks Without Authorisation
The performance of a task without authorisation sh all terminate in the following circumstances:
1. The beneficiary of the task being performed so requests;
2. The beneficiary of the task being performed, [o r his/her] heir(s) or representative(s) take over
[the performance of] the task;
3. The person performing the task without author isation becomes unable to continue performance
as stipulated in Clause 5 of Article 600 of this Code; [or] 4. The person performing the task without authorisation dies.
Chapter IV
OBLIGATION TO RETURN DUE TO
POSSESSION [AND/OR] USE OF PROPERTY, [AND/OR] ENJOYMENT OF BENEFITS FROM
PROPERTY WITHOUT A LEGAL BASIS
Article 604. Obligation to Return
1. Persons who possess or use property of others w ithout a legal basis, must return [such property] to its lawful owner, or possessor; if the lawf ul owner, [or] possessor of such property is not
found, they must hand it over to the competent State authority, except in the circumstances
stipulated in Clause 1, Article 255 of this Code.
2. Persons who receive benefits from property w ithout a legal basis and thereby cause damage
[and/or injury] to others, must reimburse such benefits to the injured person, except in the
circumstances stipulated in Clause 1, Article 255 of this Code.
Article 605. Returnable Property
1. Persons who [take into] possess[ion] or use pr operty without a legal basis, must return the
entirety of such property taken by them; where the property to be returned is a distinctive
object, that exact object must be returned and, if such distinctive object is lost or damaged,
monetary compensation must be paid, except in circumstances where otherwise agreed; if the
property to be returned is an object of a type wh ich has been lost or damaged, then an object of
the same type must be returned or monetary co mpensation must be paid, except in circumstances
where otherwise agreed.
2. Persons who receive benefits fro m property without a legal basis must return, either in kind or in
money, the benefits received from the property to the persons who have suffered loss [of such
benefits].
Article 606. Obligation to Return Fruits, [and] Income
1. Persons who [take into] possess[ion] [or] use property [and] persons who receive benefits from a
property without a legal basis and not in good fa ith, must reimburse the fruits [and] income
which they have received as from the moment of possession or use of the property or receipt of
the benefits
(137) therefrom without a legal basis.

137. Translated literally from the original text, although the drafters app ear to assume in Clauses 1 and 2 that the possession

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2. Persons who [take into] possess[ion] [or] use
property [and] persons who receive benefits from a
property without a legal basis but in good faith, mu st return the fruits [and] income which they
have received as from the moment at whic h they knew or should have known that the
possession, [or] use of the property, or the receipt of the benefits
(138) from the property lacked a
legal basis, except in the circumstances stipulat ed in Clause 1, Article 255 of this Code.
Article 607. Right to Demand that Third Parties Return [Property] In cases where a person who possessed or used propert y without a legal basis passes [such] property to a
third party, the third party has the obligation to return such property, if so requested by its lawful owner
or possessor; if money or compensation was paid for su ch property, the third party shall have the right to
demand compensation for damage from the person who passed [the property] to him/her.
Article 608. Obligation to Pay
If the property is returned to the lawful owner, [or] possessor, [or] the injured person, these persons must
reimburse the person who took possession of or used the property or received benefits from the property
without a legal basis but in good faith, for the nece ssary expenses such person has incurred for taking
care of the property and increasing its value.

Chapter V
LIABILITY FOR COMPENSATION FOR
NON-CONTRACTUAL DAMAGE [AND/OR INJURY]

Section 1
GENERAL PROVISIONS
Article 609. Liability for Compensation for Damage [and/or Injury] Anybody who intentionally or unintentionally infri nges upon the life, health, honour, dignity, reputation,
property, [or] other legal rights and interests of an individual, infringes upon the honour, reputation, [or] property of a juridical person or other subjects a nd thereby causes damage [and/or] injury, must
compensate.
Article 610. Principles of Compensation for Damage [and/or Injury] 1. Damage [and/or injury] must be compensated in full and promptly. The parties may agree on
the level of compensation, the form of compensa tion whether in the form of money, in kind or
by performing a task, [and] on the method of co mpensation, except in circumstances where the
law provides otherwise.
2. The compensation payable by the person who has caused the damage [and/or injury] may be
reduced, if such damage [and/or injury] was caused unintentionally and is very large in
comparison to such person’s short a nd long-term economic capabilities.
3. If the level of compensation is no longer rea listic, the injured person or the person who has
caused the damage [and/or injury] may request a court or another competent State authority to
alter the level of compensation.
Article 611. Capacity of Individuals to Bear the Liability for Compensation for Damage
[and/or Injury]

or use of property necessarily includes the receipt of benefits.
138. See previous footnote.

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Clifford Chance and Baker & McKenzie 124
1. Persons of the full age of eighteen years or over who cause damage [and/or injury] must
themselves compensate.
2. Where minors below the age of fifteen cause damage [and/or injury] but still have a father,
[and/or] mother, then the parent(s) must compensate for the entire damage [and/or injury]; if the
property of the parent(s) is insufficient to comp ensate and the minor who has caused the damage
[and/or injury] has property of [his/her] own, such property shall be used to satisfy the
outstanding amount of compensation, except in circumstances stipulated in Article 625 of this
Code.
In cases where persons who have attained the fu ll age of fifteen or over but not yet the full age
of eighteen years cause damage [and/or injury], they must compensate from their own property;
if their property is insufficient to compensate, the father, [and/or] mother [of such person] must
satisfy the outstanding amount from their property.
3. Where minors, [and/or] persons who have lost the capacity for civil acts cause damage [and/or
injury] but there are individuals who, [and/or] or ganisations which act as [their] guardian, then
such individual or organisation may use the ward ‘s property to compensate; if the ward has no
property or insufficient property to compensate, then the guardian must do so from [his/her/its] own property; if the guardian is able to prove that [he/she/it] was not at fault in respect of
his/her guardianship, he/she does not have to use his/her property to compensate.

Section 2
ASSESSMENT OF DAMAGE [AND/OR INJURY] Article 612. Damage [and/or Injury] Caused by Trespass Against Property
In the event of a trespass against property, the da mage [and/or injury] subject to compensation shall
include lost, destroyed [and/or] damaged property, intere sts incidental to the use [and] exploitation of the
property [and] reasonable costs for the prevention, limita tion and redress of the damage [and/or injury].
Article 613. Damage [and/or Injury] Caused by Infringements Upon Health
Damage [and/or injury] caused by an infringement upon health shall include:
1. Reasonable costs for the treatment, nursing, [and] the rehabilitation of health and lost [and/or] impaired abilities of the injured person;
2. Losses of, or reductions in the injured pers on’s actual income; if the injured person’s actual
income is unstable and cannot be determined, th e average income level for the same type of
work shall be applied;
3. Reasonable costs and actual income losses of the injured person’s carers during the period of treatment; if the injured person loses his/her cap ability to work and requires a permanent carer,
then the damage shall also include reasonable costs for the injured person’s care and monetary
support for persons whom the in jured person has an obligation to support, if any.
4. On a case-by-case basis, a court may order pers ons who infringe upon the health of others to pay
an amount of money as compensation for mental suffering
(139) inflicted on them.
Article 614. Damage [and/or Injury] Caused by Infringements Upon Life
Damage [and/or injury] caused by an infringement upon life shall include:
1. Reasonable costs for the treatment, nursing, [and] care of the injured person prior to his/her
death;

139. See footnote to Article 27.

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Clifford Chance and Baker & McKenzie 125
2. Reasonable funeral costs;
3. Support payable to persons whom the in
jured has an obligation to support; [and] 4. On a case-by-case basis, a court may order persons who commit an infringement upon the life [of others] to pay monetary compensation for mental suffering to the victim’s closest relatives.
Article 615. Damage [and/or Injury] Caused by Infringements Upon Honour, Dignity, [and/or] Reputation
Damage [and/or injury] caused by an infringeme nt upon the honour, dignity, [or] reputation of an
individual, [or] an infringement upon the honour, [or] reputation of a juridical person or other subjects
shall include:
1. Reasonable costs for minimising, [and] redressing the damage [and/or injury];
2. Losses of, or reductions in actual income; [and] 3. On a case-by-case basis, in addition to ordering the cessation of the infringement, a public apology, [and/or] a public retraction, a court may order persons who cause damage [and/or
injury] by infringements upon honour, dignity, [or] reputation to pay an amount of money as
compensation for mental suffering inflicted on the injured.
Article 616. Period of Enjoying Compensati on for Damage [and/or Injury] Caused by
Infringements Upon Life, [and/or] Health
1. In cases where the injured person loses his/her capability to work entirely, [he/she] shall receive
compensation until [his/her] death.
2. In cases where the injured person dies, persons for whom the injured person had an obligation to
support while he/she was still alive, are entitled to receive support allowances for the following
durations:
a. Minors or foetuses who are the issue of the deceased and survive their birth shall be
entitled to receive compensation until they r each the full age of eighteen years, except
for those who have attained the full age of fifteen or over but below the age of eighteen
years, and have taken part in employment and earned an income which makes them
self-sufficient; [and] b. Adults without the capability to work sh all be entitled to receive support allowances
until their death.

Section 3
COMPENSATION FOR DAMAGE [AND/OR INJURY] IN A NUMBER OF SPECIFIC CIRCUMSTANCES
Article 617. Compensation for Damage [and/or Injury] When Exceeding the Limits of
Reasonable Self-Defence
1. Persons who cause damage [and/or injury] wh ile acting in reasonable self-defence do not have
to compensate persons injured [thereby].
2. Persons who cause damage [and/or injury] while exceeding the limits of reasonable self-defence
must compensate the persons injured [thereby].
Article 618. Compensation When Exceeding the Requirements of an Emergency Situation
1. Persons who cause damage [and/or injury while acting] in an emergency situation do not have to
compensate the persons injured [thereby].
2. In cases where damage [and/or injury] occur as a result of exceeding the requirements of an
emergency situation, the person causing that da mage [and/or injury] must compensate the
persons injured [thereby].

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Clifford Chance and Baker & McKenzie 126
3. Persons who cause an emergency situation wh
ich leads to the occurrence of damage [and/or
injury] must compensate the persons injured [thereby].
Article 619. Compensation for Damage [and/or Injury] Caused by Persons Using Stimulants
1. Persons who, due to the consump tion of alcohol or the use of other
(140) stimulants, fall into a
state where they are unable to be aware of and control their acts, [and] thereby cause damage
[and/or injury] to others, must compensate.
2. Where a person intentionally causes ot her persons to take alcohol or other
(141) stimulants and
thereby such persons fall into a st ate where they are unable to be aware of and control their acts
and [as a result] cause damage [and/or injury], that person must compensate the persons injured
[thereby].
Article 620. Compensation for Damage [and/or Injury] Caused Jointly by Several Persons
In cases where several persons jointly cause damage [and/or injury], they must jointly compensate the
persons injured [thereby]. The liability for compen sation of each person who has jointly caused the
damage [and/or injury] shall be determined in proporti on to the level of his/her fault; if the level of the
fault cannot be determined, they must compensate in equal shares.
Article 621. Compensation in Case s Where the Injured is at Fault
If the injured person is also at fault in respect of th e causation of damage [and/or injury], then the person
who has caused the damage [and/or injury] must compen sate only for that part of damage [and/or injury] which is proportionate to the level of his/her fau lt; if, following an occurrence, damage is caused for
which the person suffering the damage is wholly at fault, then the person causing the occurrence shall
not have to compensate.
Article 622. Compensation for Damage [and/or Injury] Caused by Persons of a Juridical
Person
A juridical person must compensate for da mage [and/or injury] caused by its persons
(142) during the
performance of duties assigned by the juridical person; if a juridical person has compensated for damage
[and/or injury], it shall have the right to demand th at the person at fault in causing the damage [and/or
injury] reimburse, in accordance with the provisions of the law, the amounts of money paid in
compensation to the injured by the juridical person.
Article 623. Compensation for Damage [and/or In jury] Caused by State Officials, [and] Civil
Servants
A State authority must compensate for damage [and/or injury] which their officials, [and] civil servants
cause during their performance of public duties.
The State authority shall be responsible for dema nding from the [concerned] officials, [and/or] civil
servants the repayment, in accordan ce with the law, of the amounts of money it has paid in compensation
to injured persons, where such officials, [and/or] civ il servants were at fault during their performance of
public duties.
Article 624. Compensation for Damage [and/or Injury] Caused by Competent Persons of
Authorities Conducting [Legal] Proceedings

140. See footnote to Article 25.
141. See footnote to Article 25.
142. Similar to the concept of vicarious liab ility.

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Authorities which conduct legal proceedings must co
mpensate for damage [and/or injury] caused by
their competent persons during their performance of investigatory, prosecutorial, [and] adjudicatory
duties and during the enforcement of judgements.
The authority which conducted the proceedings sh all have the responsibility to demand from the
competent person, who caused the damage [and/or injury], the repayment of the amounts of money the
authority has paid in compensation to the injured pers on(s) in accordance with the provisions of law, if
that competent person was at fault when performing his/her duties.
Article 625. Compensation for Damage [and/or Injury] Caused by Persons Below the Full Age
of Fifteen, [or] Persons Who Have Lost Th eir Capacity for Civil Acts While Under
the Direct Supervision of a School, Hospital, [or] Other Organisation
In cases where a person below the full age of fifteen or a person who has lost his/her capacity for civil
acts causes damage [and/or injury] to another pers on while under the direct supervision of a school,
hospital, [or] other organisations, then such school, hos pital [or] other organisation must jointly with [the
offender’s] father, mother, [and/or] guardian compensate fo r damage [and/or injury], if it is at fault in its
supervision; if the school, hospital [or] other orga nisation was not at fault, [the offender’s] father,
mother, [and/or] guardian must compensate.
Article 626. Compensation for Damage [and/or Injury] Caused by Workers, [and] Trainees
Individuals, juridical persons and other subjects must compensate for damage [and/or injury] caused by
employees, [or] trainees during their performance of the assigned duties and shall have the right to
demand that the employees, [or] trainees at fault in causing the damage [and/or injury] reimburse for the
amounts of money they have paid in compensation to injured persons in accordance with the provisions
of the law.
Article 627. Compensation for Damage [and/or Injury] Caused by Sources of Extreme Danger
1. Sources of extreme danger shall include motori sed means of transportation, power transmission
systems, industrial plants in operation, wea pons, explosives, inflammable substances, toxic
substances, radioactive substa nces, dangerous animals and other sources of extreme danger
provided by law.
Owners of sources of extreme danger must strictly comply with the regulations on taking care of, looking after, transportation, [and] use of s ources of extreme danger in accordance with the
provisions of law.
2. Owners of sources of extreme danger must compensate for damage [and/or injury] caused by such source; if the owner has assigned possession, [and/or] the use [of such source of extreme
danger] to another person, then such other pe rson must compensate, except in circumstances
where otherwise agreed.
3. Owners, [and] persons to whom the owner ha s assigned the possession, [and/or] use of sources
of extreme danger must compensate for damage [and/or injury] caused by such source, even
where such persons were not at fault, except in the following circumstances:
a. The damage [and/or injury] was caused sole ly by the injured person’s intentional fault;
[and] b. The damage [and/or injury] occurred due to a circumstance of force majeure or an emergency situation, except in circumstances where the law otherwise provides.
4. In cases where a source of extreme danger is taken into possession [and/or] used illegally, the
illegal possessor, [and/or] user must compensate for damage [and/or injury].

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Where either the owner, [or] the person to w
hom the owner has assigned the possession, [and/or] use of sources of extreme danger is also at fault by allowing
(143) the illegal possession, [and/or] use [of the source of extreme danger], then [eith er the owner or the person to whom the owner
has assigned the possession [and/or] use of sources of extreme danger
(144) ] must jointly
compensate for damage [and/or injury].
Article 628. Compensation for Damage [and/or Injury] Caused by Environmental Pollution
Individuals, juridical persons and other subjects who pollute the environment and [thereby] cause
damage [and/or injury], must compensate in accordance with the provisions of the laws on
environmental protection, except in circumst ances where the injured is at fault.
Article 629. Compensation for Damage [and/or Injury] Caused by Livestock
1. Owners of livestock must pay compensation for damage [and/or injury] caused by such
livestock to other persons; the owner of the lives tock does not have to compensate, if the injured
is entirely at fault in causing the livestock to in flict the damage [and/or injury] upon him/herself.
2. In cases where a third party is entirely at fau lt in causing the livestock to inflict damage [and/or
injury] upon other persons, such third party must compensate for damage [and/or injury]; if
both the third party and the owner are at fault, then both of them must jointly compensate for
damage [and/or injury].
3. In cases where livestock which is taken into possession illegally causes damage [and/or injury],
the illegal possessor must compensate; if the owner was also at fault in allowing
(145) the illegal
possession, [and/or] use of the livestock, he/she must jointly compensate for damage [and/or
injury].
4. In cases where livestock is allowed to roam freely according to customary practice and that
causes damage [and/or injury], then its owner mu st compensate according to customary practice
but not in contravention of the law [and] social morality.
Article 630. Compensation for Damage [and/or Injury] Caused by Trees
Owners must compensate for damage [and/or injury] caused by fallen, [or] broken [branches of] trees,
except in circumstances where the damage [and/or inju ry] occurs entirely due to the injured person’s own
fault or a circumstance of force majeure.
Article 631. Compensation for Damage [and/or Injury] Caused by Houses, [and] Other
Constructed Facilities
Owners of houses [and] other constr ucted facilities, [and/or] persons to whom the owner has assigned the
management, [and/or] use thereof must compensate for damage [and/or injury], if they allow
(146) such
houses, [or] other constructed facilities to collapse, to be damaged, [or] to partially collapse and thereby
cause damage [and/or injury] to other persons, except in circumstances where the damage [and/or injury] occurs entirely due to the injured person’s own fa ult or a circumstance of force majeure.

143. See footnote to Article 148 (2).
144. It is not stated that either the owner or the person to whom the owner assigns possession w ill be jointly liable with the
person who illegally uses or possesses a source of extreme danger but it appears from the context that this is the
intended meaning.

145. See footnote to Article 148 (2).
146. See footnote to Article 148 (2).

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Article 632. Compensation for Damage [and/or In
jury] Due to the Infringement of Consumer
Interests
Individuals, juridical persons and other subjects engaging in production [and/or] business who fail to
ensure the quality standards of food, foodstuff, me dicine [and] other goods and thereby cause damage
[and/or injury] to consumers, must compensate.
Article 633. Compensation for Damage [and/or Injury] Due to Infringements Upon Honour,
[and] Reputation in the Field of Production, [and] Business
Individuals, juridical persons and other subject s who infringe upon the honour [or] reputation of
manufacturers [and] businessmen, and thereby cause damage [and/or injury] to the production [and/or] business activities of such people, must compensate.

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PART FOUR

INHERITANCE
Chapter I
GENERAL PROVISIONS
Article 634. Rights of Inheritance of Individuals
Individuals shall have the right to make a will to di spose of their property; to leave their property to
heirs
(147) in accordance with the law; and to inherit esta tes [left to them] under a will or in accordance
with the law.
Article 635. Equality of Individuals in Respect of Rights of Inheritance
All individuals are equal with respect to rights to bequeath their property to others and the rights to
inherit estates [left to them] under a will or in accordance with the law.
Article 636. Moment [and] Place of Commencing Inheritance
1. The moment of commencing an inheritance shall be the moment of death of the owner of the
property. In circumstances where a court decl ares a person’s death, then the moment of
commencing the inheritance shall be the date sti pulated in Clause 2, Article 91 of this Code.
2. The place of commencing the inheritance shall be the last place of residence of the person
leaving the estate; if his/her last place of residence cannot be determined, the place of
commencing the inheritance shall be the place wh ere all or most of the estate is located.
Article 637. Estate
1. An estate shall include the deceased’s own prope rty, [and] his/her shares in property [owned] in
common with others.
2. Land use rights shall also belong to an estate of inheritance and shall be bequeathed as stipulated
in Part Five of this Code.
Article 638. Heirs
1. [If] the heir is an individual, he/she must still be alive at the moment of commencing the
inheritance or must have survived his/her birt h after the moment of commencing the inheritance
but must have become a foetus before the person leaving the estate died.
2. In cases where an heir under a will is an authority [or] organisation, it must be in existence at the
moment of commencing the inheritance.
Article 639. Moment at Which Rights and Obligations of Heirs Arise
As from the moment of commencing the inheritance, the heirs have the property rights [and] obligations
left [to them] by the deceased.
Article 640. Performance of Property Obligations Left by the Deceased
1. The persons enjoying the inheritance are respons ible for performing the property obligations left
[to them] by the deceased.
2. In cases where an estate has not yet been divi ded, the property obligations left by the deceased
shall be performed by an administrator of es tate as mutually agreed upon by the heirs.
3. In cases where the estate has already been divided, each heir shall perform those property
obligations left by the deceased which pertain to the portion of property he/she has inherited.
4. In cases where the State or an authority or organisation take an estate under a will, it shall
perform the property obligations left [to it] by th e deceased as in the case of an individual heir.
Article 641. Administrators of Estates

147. See footnote to Article 83.

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1. The administrator of an estate is the person
appointed in the will or appointed by agreement
between the heirs.
2. In cases where the will fails to appoint the ad ministrator(s) and the heirs have not yet appointed
an administrator, the person who presently posse sses, uses, [or] administers the estate shall
continue its administration until the heir s have appointed an administrator.
3. In cases where the heir(s) cannot yet be determ ined and there is no administrator of the estate
yet, the estate shall by administered by the competent State authority.
Article 642. Obligations of Administrators of Estates
1. Administrators of estates stipulated in Clause 1 and Clause 3, Article 641 of this Code have the
following obligations:
a. Make a list of the [properties belonging to the] estate; collect in property belonging to
the deceased’s estate which is presently in the possession of others, except where the law
otherwise provides;
b. Take care of the estate; not sell, exchange , give as a gift, pledge, mortgage or otherwise
dispose of property without the heir’s/heirs’ written consent;
c. Notify the heir(s) of the estate;
d. Compensate for damage [and/or injury] if breaching his/her obligations and thereby
causing damage [and/or injury]; [and] e. Pass the estate at the heir’s/heirs’ request.
2. Persons who presently possess, use [or] administer an estate as stipulated in Clause 2 of Article
641 of this Code, have the following obligations:
a. Take care of the estate; not sell, excha nge, give, pledge, mortgage or otherwise dispose
of property [therein];
b. Notify the heir(s) of the estate;
c. Compensate for damage [and/or injury], if breaching his/her obligations and thereby
causing damage [and/or injury]; [and] d. Pass the estate as agreed with the deceased in a contract or at the request of the heir(s).
Article 643. Rights of Administrators of Estates
1. Administrators of estates as stipulated in Clau se 1 and Clause 3, Article 641 of this Code have
the following rights:
a. Represent the heir(s) in relations with th ird parties in connection with the estate of
inheritance; [and] b. Receive remuneration as agreed with the heir(s).
2. Persons who presently possess, use, [or] administ er an estate as stipulated in Clause 2 of Article
641 of this Code have the following obligations:
a. Continue to use the estate as agreed with the deceased in a contract or as consented to
by the heir(s); [and] b. Receive remuneration as agreed with the heir(s).
Article 644. Inheritance by Persons Entitled to Mutually Inherit Each Other’s Estate Who Die
Simultaneously
In cases where persons, who are entitled to mutually i nherit each other’s estate, die simultaneously or are
deemed to have died simultaneously because it is impo ssible to determine which of them died first, they
shall not have the right to inherit each other’s estate and [instead] the estate of each deceased shall be
inherited [separately] by his/her heir(s).
Article 645. Disclaimer of Inheritance

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Clifford Chance and Baker & McKenzie 132
1. Heirs shall have the right to disclaim an
inheritance, except in circumstances where such
disclaimer is for the purpose of evading [and/ or] avoiding the performance of their property
obligations to other persons.
2. The disclaimer of an inheritance must be in writing; the person who disclaims must notify the other heirs, the person(s) to whom the distribution of the estate is assigned, a State notary public
or the People’s Committee of the village, ward [or] town at the place where the inheritance of the
estate commences of the disclaimer of the estate.
3. The time limit for disclaiming an estate sh all be six months from the date on which the
inheritance commences.
Article 646. Persons Not Entitled to Inherit
1. The following persons are not entitled to inherit:
a. Persons convicted of having intentiona lly infringed upon the deceased’s life [and/or] health, or of having seriously mistreated, [or] [physically or mentally] abused the
deceased, [and/or] of having infringed upon the deceased’s honour, [or] dignity;
b. Persons who seriously breach their duty to support the person leaving the estate;
c. Persons convicted of havi ng intentionally infringed upon the life of another heir in order
to obtain the entirety or part of such other heir’s entitlement to the estate;
d. Persons who deceive, coerce or obstruct the person leaving the estate with respect to the
making of the will, [and persons who] forge, a lter [or] destroy the will in order to obtain
the entirety or part of the estate contrary to the intention of the person leaving the will.
2. The persons referred to in Clause 1 of this Article may nonetheless inherit the estate, if the
person leaving the estate was aware of their act s but nevertheless allowed them to inherit the
estate under his/her will.
Article 647. Estates With No Heirs Belong to the State
In cases where there is no heir under a will [or] at law, or where there is an heir but he/she is not entitled
to inherit the estate [or] he/she disclaims the inher itance of the estate, the estate has no heir and shall
belong to the State.
Article 648. Statute of Limitations for Initiating Legal Actions Relating to Rights of Inheritance
The statute of limitations for the initiation of a legal action relating to rights of inheritance shall be ten
years from the moment of commencing the inheritance.

Chapter II
INHERITANCE UNDER A WILL
(148)
Article 649. Wills
A will is an expression of an individual’s intent wh ich is made for the purpose of passing his/her property
to others after his/her death.
Article 650. Testators
1. Adults shall have the right to make a will, except in circumstances where they suffer from
mental illness or other illnesses and are unable to be aware of and control their actions.
2. Persons who have attained the full age of fifteen or over but not yet the full age of eighteen years
may make a will with the consent of their father, mother or guardian.

148. Similar to testate su ccession in common law jurisdictions.

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Article 651. Rights of Testators

A testator shall have the following rights:
1. Appoint his/her heir(s); deprive an heir of his/her enjoyment of
(149) the estate;
2. Allocate parts of his/her estate to each heir;
3. Reserve part of his/her estate as gift(s), [and/or] for worshipping purposes;
4. Assign obligations to the heirs w ithin the scope of the estate; [and] 5. Appoint a custodian of the will, (an) administrator(s) of the estate, [and] (a) distributor(s) of the estate.
Article 652. Form of a Will
A will must be made in writing; if it cannot be made in writing, it may be made orally. People of ethnic
groups have the right to make will(s) in their own scripts and spoken languages.
Article 653. Written Wills
Written wills shall include:
1. Written wills which are not witnessed;
2. Written wills which are witnessed;
3. Written wills which are authenticated by the Pe ople’s Committee of the village, ward, [or] town;
[and] 4. Written wills which are notarised by a State notary public.
Article 654. Oral Wills
1. In cases where the life of a person is endangered by death due to illness or other reasons and it is
impossible [for him/her] to make a written will, an oral will may be made. An oral will shall be
deemed lawful if the person making it expresses his/ her last intention in the presence of at least
two witnesses who immediately thereafter put [that last intention] in writing, [and] jointly affix
their signatures or fingerprints thereto.
2. If, at the expiration of three months after the [moment of] the making of the oral will, the testator is still alive and has a clear, [and] sound mind, such oral will shall become invalid.
Article 655. Legally Valid Wills
1. A will must meet the following requirements in order to be legally valid:
a. The testator had a clear, [and] sound mind when he/she made the will; [and] was not
deceived, threatened or coerced; [and] b. The contents of the will do not contravene the law, [or] social morality; the form of the will does not contravene the provisions of law.
2. A will made by persons who have attained the full age of fifteen or over but not yet the full age
of eighteen years must be made in writing and must have the consent of their father, mother or
guardian.
3. A will made by persons who are [physically] in capacitated or illiterate must be put into writing
by the witness(es) and must be notarised by a State notary public or authenticated by the
People’s Committee of the village, ward or town.
4. A written will which is not notarised, [or] authentic ated as stipulated in Article 660 of this Code
may be deemed legally valid only if it fully satisfi es the requirements stipulated in Clause 1 of
this Article.
Article 656. Contents of Written Wills

149. The Vietnamese term used here is ” quyËn” which is “right” in Englis h. However, the English term
“enjoyment” is used here as it is more appropriate in this context.

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1. The will must clearly specify [the following]:
a. The full date on which the will is made;
b. The testator’s full name and place of residence;
c. The full names of persons who, [and/or] au
thorities [or] organisations which inherit the
estate;
d. The estate [to be] bequ eathed and its location; [and] e. The appointment of persons to perform oblig ations and the nature of [such] obligations.
2. Wills may not be written using abbreviations or other symbols; if a will consists of several
pages, each page must be numbered and bear the testator’s signature or fingerprint.
Article 657. Witnesses to the Making of a Will
Anybody may act as a witness to the making of a will, except the following persons:
1. Persons who are heirs of the testator under his/her will or at law;
2. Persons with property rights [and/or] obliga tions pertaining to the will’s contents; [and] 3. Persons below the full age of eighteen years, [and] persons who do not have the capacity for
civil acts.
Article 658. Unwitnessed Written Wills
The testator must write the will in his/her own hand and must sign thereon.
The preparation of a written will without witnesses mu st comply with the provisions of Article 656 of
this Code.
Article 659. Witnessed Written Wills
In cases where the testator is unable to prepare the will in his/her own hand, he/she may request another
person to prepare the will, but in the presence of at least two witnesses. The testator must affix his/her
signature or fingerprint to the will in the presence of the witnesses; the witnesses shall acknowledge the
testator’s signature [or] fingerprint and shall sign the will.
The preparation of the [written] will must comply with the provisions of Articles 656 and 657 of this
Code.
Article 660. Wills Notarised by a State Notary Public or Authenticated by the People’s
Committee of a Village, Ward [or] Town
The testator may request a State notary public to notarise, or a People’s Committee of the village, ward or
town to authenticate the will.
Article 661. Procedures for the Preparation of Wills at a State Notary Public or a People’s
Committee of a Village, Ward [or] Town
The preparation of a will at a State notary public or the People’s Committee of a village, ward [or] town
shall be made in accordance with the following procedures:
1. The testator shall declare the content of the will before a notary public or a member of a People’s Committee of a village, ward [or] town who has the authority to authenticate it. The notary
public or the person having the authority to authen ticate must record the content declared by the
testator. The testator shall affix his/her signatu re [or] fingerprint to the will after acknowledging
that it has been recorded properly and correctly e xpresses his/her intention. The notary public or
the member of the People’s Committee of the villa ge, ward or town who has the authority to
authenticate the will shall sign it.
2. In cases where the testator is unable to read or hear the will [or] unable to affix his/her signature
or fingerprints thereon, [he/she] must have a witness who must acknowledge [the will] by
signing it before the notary public or the member of the People’s Committee of the village, ward
or town who has the authority to authenticate it. The notary public shall notarise, or the member

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of the People’s Committee of the village, ward or
town who has the authority to authenticate the
will shall authenticate it in the presen ce of the testator and the witnesses.
Article 662. Persons Not Permitted to Notarise, [or] Authenticate a Will
Notaries public or persons of the People’s Committ ee of a village, ward, [or] town who have the
authority [to authenticate] shall not be permitte d to notarise or authenticate a will, if they:
1. Are heirs of the testator under the will or at law;
2. Are persons whose father, mother, wife or husba nd, [and/or] child is/are heir(s) under the will or
at law; [or] 3. Are persons who have property rights, [or] obligations pertaining to the will’s contents.
Article 663. Written Wills With the Same Valid ity as Notarised, [or] Authenticated Wills
Written wills with the same validity as wills notarised by a State notary public or authenticated by the
People’s Committee of a village, ward [o r] town shall include the following:
1. Wills of serving soldiers which are acknowledge d by the head of the unit from [the rank of] a
company commander upwards, if the soldier is unable to request a State notary public to notarise
or the People’s Committee of a village, ward [or] town to authenticate it;
2. Wills of persons travelling on board sea-going vessels [or] aircraft which are acknowledged by
the captain/commander;
3. Wills of persons undergoing medical treatment in hospital [or] other medical establishments or
sanatoriums which are acknowledged by the pe rson in charge of such hospital [or] establishment;
4. Wills of persons conducting surveys, explora tions [and/or] research in mountainous or forest
areas [or] offshore islands which are acknowledged by the person in charge of the [concerned] unit;
5. Wills of Vietnamese citizens abroad which are acknowledged by a Vietnamese consular [or] diplomatic representative mission in that country; [and] 6. Wills of persons who are being held in tem porary detention, serving a prison sentence [or] administrative penalties at educational, [or] medical treatment facilities, which are
acknowledged by the person in charge of such facility.
Article 664. Wills Prepared by Notaries Public at the Place of Accommodation
1. A testator may request a notary public to a ttend to his/her place of accommodation in order to
prepare a will.
2. The procedures for the preparation of wills at the place of accommodation shall be the same as
the procedures for the preparation of wills at a State notary public as stipulated in Article 661 of
this Code.
Article 665. Amendment, Supplement, Replacement [or] Cancellation of a Will
1. A testator may amend, supplement, replace or cancel his/her will at any time.
2. If a testator supplements his/her will, the prepar ed will and the codicil shall be equally valid; if
the prepared will and the codicil conflict with each other, only the codicil shall be legally
effective.
3. In cases where a testator substitutes his/her will with a new will, the previous will shall be
cancelled.
Article 666. Joint Wills of Wife [and] Husband
A wife [and] husband may prepare joint wills to dispose of the property in common ownership.
Article 667. Amendment, Supplement, Repla cement [and] Cancellation of Joint Wills
1. A wife [and] husband may amend, supplement, replace [or] cancel their joint wills at any time.

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2. If a wife or husband wish to amend, supplement,
replace [or] cancel the joint will, they must
obtain the other person’s consent; if one [of them] has died, the other may amend [and/or] supplement only [that part of the joint will] wh ich relates to her/his share of the property.
Article 668. Custody of a Will
1. A testator may request a State notary public or another person to keep his/her will in their
custody.
2. In cases where the will is kept in the custody of a State notary public, it must be taken care of [and] looked after in accordance with the laws on notaries public.
3. An individual keeping a will has the following obligations:
a. Keep the contents of the will confidential;
b. Take care of [and] look after the will; if the will is lost or damaged, he/she must
immediately notify the testator thereof; [and] c. Upon the testator’s death, hand over the w ill to the deceased’s heir(s) or the person who
has the authority to announce the will. The hand over of the will must, in the presence
of two witnesses, be recorded in written form [and] signed by the person who hands it
over [and] the recipient.
Article 669. Loss, [and/or] Damage of a Will
1. If, as from the moment of commencing the inher itance, a will is lost or damaged to the extent
that [it] is incapable of fully reflecting the te stator’s intention and there is also no [further] evidence of the testator’s true wishes, then no w ill shall be deemed to exist and the provisions of
inheritance at law shall apply.
2. In cases where a [lost] will is found before the estate has been distributed, the estate shall be
distributed according to the will.
Article 670. Legal Effect of a Will
1. A will shall take legal effect as from th e moment of commencing the inheritance.
2. All or part of a will shall be legally ineffective in the following circumstances:
a. An heir under the will dies before the testat or or dies simultaneously with him/her; [or] b. The authority [or] organisation appointed as heir no longer exists at the moment of
commencing the inheritance.
In cases where there are several heirs under the w ill and one of them dies before the testator or
dies simultaneously with him/her, [or if] one of the authorities [and/or] organisations appointed
as heirs under the will no longer exists at the mo ment at which the inheritance commences, then
only that part of the will which relates to the pe rson(s) who died before the testator or died
simultaneously with him/her, [or] to the defunct authority, [or] organisation shall become legally
ineffective.
3. A will shall not be legally effec tive if the estate left to the heirs no longer exists at the moment at
which the inheritance commences; if only part of the estate left to the heirs remains, only that
part of the will which relates to the remainder of the estate shall remain legally effective.
4. Where a will contains parts which are not lawful but [such parts] do not affect the validity of the
remainder of the will, then only such parts shall be legally ineffective.
5. Where a person leaves behind more than one w ill for any one property, then only the last of
these wills shall be legally effective.
Article 671. Legal Effect of Joint Wills of Wives [and] Husbands

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In cases where a wife and husband make a joint will a
nd one of them dies before [the other], only that
part of the will which relates to the d eceased’s estate in the property in common
(150) shall have legal
effect; if the wife and husband have agreed in the w ill that its effective moment shall be the moment at
which the surviving spouse dies, then their estate under the joint will may be distributed only from that
moment.
Article 672. Heirs Notwithstanding the Contents of a Will
The following persons shall still be entitled to a share of the estate which is equivalent to two-thirds of
the share an heir at law would have received if the es tate had been divided according to the law, in cases
where the testator did not grant him/her an inherita nce or granted him/her an inheritance which is less
than two-thirds of the share [of an heir at law] , except where such persons have disclaimed their
inheritance or are not entitled to inherit according to the provisions in Article 645 or Clause 1 of Article
646 of this Code:
1. Minor children, father, mother [and] wife or husband [of the testator]; [and] 2. Children [of the testator] who have attain ed adulthood but are incapable of working.
Article 673. Estates Used for Worshipping Purposes
1. In cases where a testator leaves part of his/ her estate for worshipping purposes, such part of the
estate shall not be distributed among the heirs and shall be handed over to the person appointed
in the will for its administration for worshipping purposes; if the appointee fails to strictly
implement the will or the agreement of the heirs, then the heirs shall be entitled to pass such part
of the estate to another person for its administration for worshipping purposes.
In cases where the testator fails to appoint an administrator for that part of the estate which is
designated for worshipping purposes, then his/her he irs shall appoint an administrator for that
part of the estate which is designated for worshipping purposes.
In cases where all heirs under the will have al ready died, the part of the estate which is
designated for worshipping purposes shall bel ong to a person among the heirs at law who
currently administers such estate lawfully.
2. In cases where the deceased’s entire estate is in sufficient to satisfy all property obligations of the
deceased, no part of the estate may be designated for worshipping purposes.
Article 674. Posthumous Gifts
1. A posthumous gift is granted where the testator rese rves part of his/her estate as a gift to another
person. The grant of a gift must be expressly stated in the will.
2. The grantee of a gift does not have to fulfil pr operty obligations with respect to the share granted
[to him/her] as a gift, except in circumstances wher e the entire estate is insufficient to satisfy all
property obligations of the grantor, in which case th e share granted as a gift shall also be used to
satisfy the remainder of the grantor’s obligations.
Article 675. Announcement of Wills
1. In cases where a written will is kept by a State notary public [office], a notary public shall be the
person to announce the will.
2. In cases where a testator has appointed a pe rson to announce the will, then such person has the
obligation to announce the will; if the testator fails to appoint a person or if he/she has

150. This is a literal translation of the Vietnamese text although this appears illogical. Consequently, a spouse could
bequeath property which is exclusively in his/her ownershi p (i.e., not in common ownership) only under a “separate”
will, not under a joint will. Hence, a joint will would only be appropriate where both spouses’ entire property is held
in common ownership.

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Clifford Chance and Baker & McKenzie 138
appointed someone but the appointee refuses
to announce the will, then the [deceased’s] surviving heirs shall agree on the appointment of a person to announce the will.
3. After the moment of commencing the inher itance, the person appointed to announce the will
must send copies of the will to a ll persons related to its contents. Such copies must be notarised
by a State notary public or authenticated by the People’s Committee of the village, ward or town
at the place where the inheritance commences.
4. The recipients of the copies of the will sha ll have the right to compare the copies with the
original.
5. In cases where a will has been prepared in a foreign language, it must be translated into
Vietnamese and must be notarised by a State notary public.
Article 676. Interpretation of the Contents of Wills
In cases where the contents of a will give rise to more than one interpretation, the person announcing the
will and the heirs must jointly interpret the will’s contents based on the deceased’s true wishes, taking
into consideration the relationship between the deceas ed and the heirs under the will. If these persons
fail to reach a consensus on the interpretation of the will’s contents, no will shall be deemed to exist and
the estate shall be bequeathed in accordance with the law.
In cases where part of a will’s contents cannot be inte rpreted but the remainder of the will is not affected
[thereby], then only that part which is incap able of interpretation shall be invalid.

Chapter III
INHERITANCE AT LAW
(151)
Article 677. Inheritance at Law
Inheritance at law shall be inheritance according to the order of priority of inheritance, and the conditions
and procedures of inheritance provided by law.
Article 678. Circumstances of Inheritance at Law
1. Inheritance at law shall apply in the following circumstances:
a. There is no will;
b. The will is not legally valid;
c. All the heirs under the will have died befo re the testator or died simultaneously with
him/her; [or] the authorities or organisati ons which are entitled to inherit under the will
no longer exist at the moment of commencing the inheritance; [or] d. The persons appointed as heirs under the will shall not have the right to inherit or have
disclaimed the right to inherit.
2. Inheritance at law shall also apply to the following parts of an estate:
a. Parts of an estate for which no disposition has been made in the will;
b. Parts of an estate related to an ineffective part of the will;
c. Parts of an estate related to heirs under the will who do not have the right to inherit or
who have disclaimed the right to inherit, [or] who [have] die[d] before the testator or
[have] die[d] simultaneously with him/her; parts of an estate related to authorities or
organisations who are entitled to inherit under the will but no longer exist at the moment
of commencing the inheritance.
Article 679. Heirs at Law

151. Similar to “intestate su ccession” in common law jurisdictions.

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1. Heirs at law are subject to the following order of priority:
a. The category of first priority of inher
itance shall include: wife, husband, biological
father, biological mother, adoptive father, adoptive mother, biological children [and] adopted children of the deceased;
b. The category of second priority of inher itance shall include: paternal grandfather,
paternal grandmother, maternal grandfathe r, maternal grandmother [and] elder and
younger brother(s) and sister(s) [who are] blood relatives of the deceased; [and] c. The third category of priority of inherita nce shall include: paternal and maternal great
grandparents by blood of the deceased; patern al and maternal uncles and aunts by blood
of the deceased; nephews and nieces of whom the deceased is the paternal or maternal
uncle or aunt by blood.
2. Heirs of the same category of priority of i nheritance shall be entitled to equal shares in the
estate.
3. Heirs of the next [lower] category of priority of inheritance shall be entitled to inherit only if no
heirs of the higher categories are left due to their death, non-entitlem
ent to inherit [or] deprivation or disclaimer of the estate of inheritance.
Article 680. Succeeding Heirs
(152)
In cases where a [testator’s] child dies before the testator or dies simultaneously with him/her, [the
testator’s] grand-child[ren] shall inherit that part of the estate which his/her/their father or mother would
have been entitled to if he/she were still alive; if the grand-child[ren] has/have also died before the
testator or died simultaneously with him/her, [the testator’s] great-grandchild[ren] shall be entitled to
enjoy that part of the estate which his/her/their father or mother would have been entitled to if
he/she/they were still alive.
Article 681. Inheritance Relations between an Adopted Child and His/Her Adoptive Father,
[and/or] Mother and His/Her Biological Parents
An adopted child and [his/her] adopted father, [and/or ] mother may mutually inherit each other’s estates
and may further inherit estates in accordance with the provisions in Articles 679 and 680 of this Code.
Article 682. Inheritance Between a Step-child and His/Her Step-mother [and/or] Step-father
If a step-child and his/her step-father [and/or] step -mother have a relationship of mutual care [and] support as between a biological father, biological mother and a biological child, they may mutually
inherit each other’s estates and may further inherit estates in accordance with the provisions in Articles
679 and 680 of this Code.
Article 683. Inheritance Where Wife and Husband Who Have Divided the Property in Common Are Applying for Divorce and/or Have Married Another
1. In cases where a wife and husband have divi ded the property in common whilst their marriage
still subsists and one of them subsequently dies, the surviving spouse shall still be entitled to
inherit the deceased’s estate.
2. In cases where a wife and husband have app lied for a divorce but not yet obtained a legally
effective divorce order or decision from a court [and] one of them dies, the surviving spouse
shall still be entitled to inherit the deceased’s estate.

152. The Vietnamese term is ” thía kÆ thÆ vÙ” which is “succeeding inheritanc e” in English. However, the
English term “Succeeding Heir” is clearer in meaning.

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3. A person who was still the deceased’s wife or hus
band at the time of the deceased’s death shall
still be entitled to inherit the deceased’s estate ev en if he/she has subsequently married someone
else.

Chapter IV
WINDING UP AND DISTRIBUTION OF ESTATES
Article 684. Meeting of Heirs
1. After having been notified of the commencemen t of the inheritance or after a will has been
announced, the heirs may meet to agree on the following matters:
a. The appointment of an administrator of the estate, [and/or] a distributor of the estate, [and] the determination of his/her/their power s and obligations, if the testator has failed
to make such appointments in the will; [and] b. The method of distributing the estate.
2. All agreements by the heirs must be made in writing.
Article 685. Distributors of Estates
1. The distributor of an estate may concurrently be the administrator appointed in the will or
appointed by agreement of the heirs.
2. The distributor of the estate must divide it st rictly in accordance with the will or the agreement
of the heirs at law.
3. The distributor of the estate may receive remunera tion if so allowed by the testator in the will or
if so agreed by the heirs.
Article 686. Order of Priority of Payment
Property obligations and expe nses related to the inheritance shall be paid in the following priority order:
1. Reasonable funeral expenses in accordance with customary practice;
2. Outstanding alimonies;
3. Maintenance payments for dependants of the deceased;
4. Labour charges;
5. Monetary compensation for damage [and/or injury];
6. Taxes and other liabilities owed to the State;
7. Fines;
8. Other liabilities owed to other individua ls, juridical persons or organisations;
9. Expenses for taking care of the estate; [and] 10. Other expenses.
Article 687. Distribution of Estates in Accordance With a Will
1. The distribution of an estate sha ll be carried out in accordance with the testator’s intention; if the
will fails to clearly specify the share of each heir , the estate shall be divided equally between the
persons named in the will, except in circumstances where otherwise agreed.
2. In cases where the will provides for the distribu tion of an estate in kind, the heirs shall be
entitled to receive their shares in kind plus the fru its [and] income gained therefrom or must bear
the depreciation in value of such shares in ki nd up to the moment of the distribution of the
estate; if the shares in kind have been destroye d due to the fault of others, the heirs shall have
the right to demand compensation for damage.
3. In cases where the will only provides for proporti ons of the estate’s total value in which the
estate shall be distributed, such proportions shall be calculated based on the estate value
remaining at the moment of distribution.

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Article 688. Distribution of Estates in Accordance with the Law

1. If, at the time of distribution, an heir in the same priority category is a foetus but is not yet born,
then a part of the estate equal to the share whic h another heir [of the same priority category] is
entitled to shall be set aside for inheritance by the [unborn] heir if he/she is born alive; if the
[unborn heir] does not survive his/her birth, the ot her heirs shall be entitled to [his/her share].
2. Heirs shall have the right to demand that the esta te be distributed in kind; if [the estate] cannot
be equally divided in kind, the heirs may agree th at [the assets] in kind shall be appraised and
may agree on the person(s) who shall receive them; if [they] are unable to reach an agreement,
[the assets] in kind shall be sold for distribution.
Article 689. Conditional Distribution of Estates
In cases where, according to the testator’s intention or the agreement of all heirs, the estate is to be
distributed only after a definite period of time, then it shall be distributed only after such time period has
expired.

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PART FIVE
PROVISIONS ON THE TRANSFER OF LAND USE RIGHTS
Chapter I
GENERAL PROVISIONS
Article 690. Basis for Establishment of Land Use Rights
1. Land belongs to the ownership of the entire peopl e and is uniformly administered by the State.
2. Land use rights of individuals, [and] family households may be established by the allocation
(153)
or lease of land by the State.
3. Land use rights of individuals, [and] family house holds may also be established by the transfer
of land use rights by other persons in accordance w ith the provisions of this Code and the laws
on land.
Article 691. Form of Transfer of Land Use Rights
The exchange, assignment, lease [and] mortgage of land use rights in accordance with this Code and the
laws on land shall be performed through contracts.
Contracts on the transfer of land use rights must be made in writing and authenticated by the competent
People’s Committee.
The inheritance of land use rights shall be implemen ted in accordance with the provisions in Articles 738
to 744 of this Code and the laws on land.
Article 692. Procedures for the Transfer of Land Use Rights
Transfers of land use rights must be effected accord ing to the [prescribed] procedures, and must be
registered with the competent State authority.
Article 693. Requirements for the Transfer of Land Use Rights
Family households, [and] individuals shall be entitled to transfer land use rights to other persons, when
fully meeting the following requirements:
1. Have land use right certificates issued by the competent State authority in accordance with the
provisions of the laws on land;
2. [The transfer is made] within the permitted land use term;
3. Be permitted to transfer the land use rights in accordance with the provisions in this Code and
the laws on land; [and] 4. There is no dispute regarding the land.
Article 694. Price for Transfers of Land Use Rights
The parties shall agree upon the price for a transfer of land use rights based on th
e price table
promulgated by the People’s Committees of Provinces [or] Cities directly under the central authority in
accordance with the price frame stipulated by the Government.
Article 695. Principles for the Transfer of Land Use Rights

153. “Allocation” is a literal translation of the Vietnamese term ” giao”, as defined in the 1993 Land Law and, hence,
connotes a specific form of land holding which is distinct from a lease. Both under an “allocation” and a “lease” the
land use rights are held for a specified time period. Howe ver, land is commonly “allocated” against a one-off payment
of so-called “land use fees/land use pa yments” and sometimes without any paym ent, whereas a “lessee” of land use
rights is required to make regular paym ents of land rent to the lessor.

The reader should be aware th at, in practice, the term “giao” is not always used strictly in the meaning of “allocation”
as mentioned above. In everyday language and as well as in some secondary legislation, “giao” is occasionally used
as an overall term which covers both “allocations” and “leases”.

This translation adheres strictly to the meaning used in the Land Law.

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1. Only users of land for which the law permits the
transfer of land use rights shall have the right to
transfer land use rights.
2. When transferring land use rights, the parties sh all have the right to agree upon the contents of
the contract for the transfer of land use rights in accordance with the provisions of this Code and
the laws on land.
3. The transferee of land use rights must use th e land for the designated purpose [and] duration as
stated in the decision of the competent State authority to allocate the land to the family
households [and/or] individuals and in accordance with the zoning plans of the locality; must
have a land area under current use which is less th an the [prescribed area] limit; must protect,
improve and enrich the land to increase its profitability; must protect the environment; [and] must not cause harm to the legal rights [or] interests of the users of adjacent and surrounding
land.
Article 696. Effect of Transfers of Land Use Rights
A transfer of land use rights shall be effective as from the moment at which the land use rights are
registered with the competent People’s Committee.
Article 697. Consequences of Illegal Transfers of Land Use Rights
In cases where a contract for a transfer of land use rights violates the requirements for [and/or] contents
and form of a land use right transfer stipulated by th e laws on land and this Code, such contract shall be
ineffective; the person in violation shall be dealt with in accordance with the provisions of law. The
land may be repossessed [by the State], and the trans acted property and fruits gained may be confiscated
in accordance with the provisions of law.
A person who by taking advantage of his/her position [and/or] authority or by acting ultra vires permits
the transfer of land use rights [and/or] changes of th e land use purpose in contravention of the provisions
of law shall be dealt with in accordance with the provisions of law.
Article 698. Basis for Termination of Land Use Rights
1. Land use rights of individuals [and] family households shall terminate in the following
circumstances:
a. The land use period for the land allocated or leased by the State has expired;
b. The land use period under the contract for the transfer of land use righ
ts has expired;
c. The land user voluntarily returns the allocated land;
d. The land user dies without an heir;
e
(154) . There is a decision of the competent Stat e authority on the repossession of the land use
rights;
f. The land use area no longer exists as a result of a natural disaster; [and] g. In other circumstances provided by law.
2. Land which is encroached upon in cases where th e State has not yet allocated it to organisations,
family households [or] individua ls [and/or] land which is not allocated in accordance with the
authority provided by the laws on land, shall be repossessed.
Authorised persons who grant
(155) land illegally shall be dealt with in accordance with the
provisions of law.

154. See footnote to Article 12.
155. We use “grant” as a translation of the Vietnamese term ” cÇp”. It is unclear whether ” cÇp” results in a
peculiar form of holding land use rights (i.e., excluding both land use rights held u
nder an ” allocation” and
under a ” lease”) or is merely a general term which covers both “allocations” and “leases”. See also

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Chapter II
CONTRACTS FOR THE EXCHANGE OF LAND USE RIGHTS
Article 699. Contracts for the Exchange of Land Use Rights

A contract for the exchange of land use rights is an agreement between the parties pursuant to which the
parties transfer land and land use rights to each othe r in accordance with the requirements, contents and
forms of land use right transfers provide d in this Code and the laws on land.
Article 700. Requirements for the Exchange of Land Use Rights
Family households [and] individuals using agricultu ral land, forestry land for afforestation [or] residential land may mutually exchange land use rights if the following requirements are fully met:
1. [Such exchange] is conve nient for production and life;
2. After the exchange of land use rights, the [con cerned] land must be used in accordance with the
[designated] purpose, duration and [within the area] limits applicable to each category of land;
[and] 3. [The land is exchanged] within the land use te rm [stipulated] by the State when allocating the
land.
Article 701. Form of Exchanges of Land Use Rights
A contract for the exchange of land use rights must be made in writing. Exchanges of land use rights
must be effected according to the [prescribed] pro cedures, and must be registered with the competent
People’s Committee in accordance with the provisions of the laws on land.
Article 702. Principal Contents of Contra cts for the Exchange of Land Use Rights
Contracts for the exchange of land use rights shall include the following principal contents:
1. Full names and addresses of the parties;
2. The reasons for the exchange of land use rights;
3. The rights and obligations of the parties;
4. The categories, grades, areas, locati on, boundaries and condition of the land;
5. The moment at which the land is transferred;
6. The land use term of the exchanger; the re mainder of the land use term for the exchangee;
7. The difference in value of the land use rights, if any;
8. Third party rights to the exchanged land, if any; [and] 9. The liability of each party for breach of contract.
Article 703. Obligations of the Parties to an Exchange of Land Use Rights
The parties to an exchange of land use rights shall have the following obligations:
1. Transfer to each other the full area of land st rictly [in accordance with] the grade, category,
location and condition of the land as agreed upon in the contract;
2. Use the land for the designated purpose [and] duration;
3. Bear the fees for the exchange of land use right s with respect to the area of land received in the
exchange, and perform the obligations of a land user in accordance with the provisions of this
Code and the laws on land;
4. Settle the balance of money if the value of the land use rights of one party to the exchange
exceeds the value [of the other party’s land use ri ghts], except in circumstances where otherwise
agreed; [and]

footnote Article 690.

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Clifford Chance and Baker & McKenzie 145
5. The party to whom the balance due from the hi
gher value of exchanged land use rights is paid,
must pay land use rights transfer tax on the diffe rence in value in accordance with the provisions
of the laws on land use rights transfer tax.
Article 704. Rights of the Parties to an Exchange of Land Use Rights
The parties to an exchange of land use rights shall have the following r
ights:
1. Demand that the other party transfer the full ar ea of land strictly in accordance with the grade,
category, location and condition of the land as agreed upon in the contract;
2. Demand that the other party hand over to it all legal documents on the [concerned] land use
rights;
3. Be issued a land use right certificate for the exchanged land; [and] 4. Use the land for the designated purpose, [and] duration.

Chapter III
CONTRACTS FOR ASSIGNMENT OF LAND USE RIGHTS
Article 705. Contracts for the Assignment of Land Use Rights
A contract for the assignment of land use rights is an agreement between the parties in compliance with
the requirements, contents and forms of land use right s transfer provided by this Code and the laws on
land, pursuant to which the land user (referred to as “the assignor of the land use rights”) transfers the
land and the land use rights to the assignee (referred to as “the assignee of the land use rights”), and the
assignee shall pay money to the assignor.
Article 706. Requirements for an Assignment of Land Use Rights
1. Family households [and] individuals usi ng agricultural land [and/or] forestry land for
afforestation may assign land use rights if one of the following requirements is met:
a. [They] relocate to another place of residence to live or to carry on production or business [activities];
b. [They] engage in another occupation; [or] c. [They] are no longer capable of working themselves or [they] do not have the capability to work
(156) .
2. Family households, [and] indivi duals using residential land may assign the land use rights if they
move to another place or no longer have the need to use such land.
Article 707. Form of Contracts for the Assignment of Land Use Rights
Contracts for the assignment of land use rights must be made in writing. An assignment of land use
rights must be permitted by the competent State authority and must be effected according to the
[prescribed] procedures, [and] must be registered with the competent People’s Committee in accordance
with the provisions of the laws on land.
Article 708. Principal Contents of Contra cts for the Assignment of Land Use Rights
Contracts for the assignment of land use rights shall have the following principal contents:
1. The full names and addresses of the parties;
2. The reasons for the assignment of land use rights;
3. The rights and obligations of the parties;
4. The category, grade, area, location, boundaries and condition of the land;
5. The assignor’s land use term; the remainde r of the land use term for the assignee;

156. This is a literal translation of this clause.

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Clifford Chance and Baker & McKenzie 146
6. The price of the assignment;
7. The method and time of payment;
8. Third party rights to the assigned land, if any; [and] 9. The liability of each party when a breach of contract occurs.
Article 709. Obligations of Assignors of Land Use Rights

The assignor of land use rights has the following obligations:
1. Apply for permission to assign the land use rights from the competent State authority in
accordance with the provisions of the laws on land;
2. Assign the land use rights within the term allocated [by the State];
3. Transfer to the assignee the full area of land st rictly in accordance with the grade, category,
location and condition of the land, as agreed upon in the contract and [as specified in] the
documents relating to the land use rights;
4. Notify the assignee of third party rights, if an y with respect to the assigned land use rights; [and] 5. Pay land use rights transfer tax, except in circumstances where the law otherwise provides.
Article 710. Rights of Assignors of Land Use Rights
The assignor of land use rights has the following rights:
1. Receive payment in money for the assignment of land use rights; if the assignee delays
payment, the provisions in Clause 2 of Artic le 313 of this Code shall apply; [and] 2. Cancel the contract and demand compensation for damage if the assignee fails to pay the
assignment money at the [agreed] time or in full.
Article 711. Requirements for Assignees of Land Use Rights
The assignee of land use rights must meet the following requirements:
1. [He/she] must have a need for the use of the land; [and] 2. [He/she] does not have any land or currently us es land below the [area] limits stipulated by the
laws on land and if, after receiving the assigned la nd use rights, the land used [by him/her] does
not exceed the [prescribed area] limit for such land category.
Article 712. Obligations of Assignees of Land Use Rights
The assignee of land use rights has the following obligations:
1. Pay the assignor in full at the time and by the method of payment agreed upon;
2. Register the land use rights with the competen t People’s Committee as stipulated in Article 707
of this Code;
3. Perform all other obligations stipulated in Clause s 1, 2, 3, 4 and 7 of Article 79 of the Land Law;
[and] 4. Ensure third party rights with respect to the use of the land.
Article 713. Rights of Assignees of Land Use Rights
The assignee of land use rights has the following rights:
1. Demand that the assignor of the land use right s hand over to him/her all legal documents on the
land use rights;
2. Demand that the assignor of the land use right s hand over the full area of land strictly in
accordance with the grade, category, location and condition of the land as agreed upon in the
contract;
3. Be issued a land use right certificate for the assigned land; [and] 4. Use the land for the designated purpose and duration.

Chapter IV

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CONTRACTS FOR THE LEASE OF LAND USE RIGHTS
Article 714. Contracts for the Lease of Land Use Rights

A contract for the lease of land use rights is an ag reement between the parties in compliance with the
requirements, contents and forms of transfer of land use rights as provided by this Code and the laws on
land, pursuant to which the lessor transfers land to the lessee for use during a [definite] term, and the
lessee must use the land for the designated purpose, mu st pay rent and return the land upon the expiry of
the lease term.
Article 715. Requirements for the Lease of Land Use Rights
1. Family households and indivi duals using agricultural land for the cultivation of annual crops,
[and/or] for aquacultural purposes, shall have th e right to lease their land use rights in the
following circumstances:
a. The family is in poverty [or] encounters difficulties due to a shortage of labour [and/or] lack of capital; [and/or] b. They have changed to another occupati on but are not yet firmly settled [therein].
2. The term of a lease of land use rights shall be agreed upon by the parties but [it] shall not exceed
three years; in the case of extraordinary di fficulties, the lease term may be extended in
accordance with Government regulations.
Article 716. Form of Contracts for the Lease of Land Use Rights
Contracts for the lease of land use rights must be made in writing.
A lease of land use rights must be effected accordi ng to the [prescribed] procedures, [and] must be
registered with the competent People’s Committee in accordance with the provisions of the laws on land.
Article 717. Principal Contents of Contracts for the Lease of Land Use Rights
Contracts for the lease of land use rights shall include the following p
rincipal contents:
1. The full names and addresses of the parties;
2. The reasons for leasing the land use rights;
3. The rights and obligations of the parties;
4. The category, grade, area, location, boundaries and condition of the land;
5. The lease term;
6. The price for the lease [land rent];
7. The method, [and] time of payment;
8. Third party rights to the leased land, if any;
9. The liability for breach of the contract for the lease of land use rights; [and] 10. The resolution of consequences arising upon the expiration of the contract for the lease of land
use rights.
Article 718. Obligations of Lessors of Land Use Rights
The lessor of land use rights has the following obligations:
1. Register the lease of the land use rights;
2. Transfer to the lessee the full area of the land strictly [in accordance with] the grade, category,
location and condition of the land as agreed upon in the contract;
3. Lease the land use rights within the term allocated [by the State];
4. Inspect and remind the lessee to protect and ta ke care of the land and use it for the designated
purpose;
5. Pay land use tax, except in circumstances where otherwise agreed; [and] 6. Notify the lessee of third party rights to the leased land, if any.
Article 719. Rights of Lessors of Land Use Rights

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The lessor of land use rights has the following rights:
1. Demand full payment of the land rent from the lessee;
2. Demand that the lessee of the land use rights immediately terminate any use of the land which is
not for the designated purpose, or any destruction or devaluation of the land; if the lessee fails
to stop the violation immediately, then the le ssor shall be entitled to unilaterally suspend the
performance of the contract, demand the return of the leased land and demand compensation for
damage from the lessee; [and] 3. Demand that the lessee return the land upon the expiry of the lease term.
Article 720. Obligations of Lessees of Land Use Rights
The lessee of the land use rights has the following obligations:
1. Use the land for the designated purpose, with in the boundaries and for the lease term agreed
upon;
2. Not destroy the land, [and/or] diminish its u tility value and satisfy all other requirements as
agreed upon in the contract for the lease of the land use rights;
3. Pay the rent for the lease of the land use rights in full, at the time and location and in accordance
with the method of payment agreed upon; if the land use fails to generate a profit, the lessee
must nonetheless pay land rent in full, excep t in circumstances where otherwise agreed;
4. Comply with the regulations on environmenta l protection; not to harm the legal rights or
interests of users of the surrounding land;
5. Return the land, at the expiration of the term of the lease of land use rights, in the same condition
as it was received, except in circumstances where otherwise agreed with respect to the condition
of the land [to be] returned;
6. Not sub-let the land use rights to other pers on[s], except in circumstances where the law
otherwise provides.
Article 721. Rights of Lessees of Land Use Rights
The lessee of land use rights has the following rights:
1. Demand that the lessor transfer [to him/her] the land strictly as agreed upon;
2. Enjoy the stable use of the l eased land for the term agreed upon;
3. Enjoy the fruits and income from the land use;
4. Unilaterally suspend the performance of the contr act in accordance with the provisions in Article
420 of this Code; [and] 5. Demand a rent reduction or rent exemption fro m the lessor in the event that a force majeure
results in the loss or reduction of fruits [and] income.
Article 722. Delaying Payment of Rent for the Lease of Land Use Rights
If the lessee delays in paying the rent for the lease of land use rights as agreed upon, the lessor may grant
an extension; if upon the expiration of such exte nsion the lessee has still failed to perform such
obligation, the lessor shall have the right to unilate rally suspend the performance of the contract for the
lease of the land use rights, and to demand that the le ssee return the land. The lessor shall have the right
to demand that the lessee pay full [rent] during the tim e for which the land is leased, including interest on
the amount of late payment at the rate for overdue debts set by the State Bank corresponding with the
period of delay as at the moment of payment.
Article 723. Compensation for Damage [and/or Injury] Caused by the Repossession of Land
1. If the intentional violation of the obligations of a land user by the lessor or the lessee results in
the repossession of the land by the State, the person committing the violation must compensate
the other party for damage [and/or injury].

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2. In cases where a contract for the lease of la
nd use rights is currently in effect but the State
repossesses the land due to security [or] nationa l defence requirements [or] due to national or
public interests, then the contract for the lease of land use rights shall terminate prior to its full
term.
In cases where the lessee has paid [rent] in advance, the lessor must refund to the lessee the
remainder of the rent commensurate to the outstanding period for which the land has not been
used; if the lessee has not yet paid rent, he /she must pay only that amount of rent which
corresponds with the period for wh ich he/she has used the land.
The lessor shall be compensated by the Stat e for damage [and/or injury] caused by the
repossession of the land in accordance with the provisions of law, and the lessee shall be
compensated by the State for the loss of fruits from the land.
Article 724. Right to Continue a Lease of Land Use Rights Upon Death of
One Party
1. In cases where the lessor of the land use rights dies, the lessee may still continue the lease of the
land use rights until the expiry of the lease term.
2. In cases where the lessee of the land use rights dies, the members of his/her family household may continue the lease of the land use rights until the expiry of the lease term but [they] must
notify the competent State authorities [thereof].
Article 725. Assignment of Land Use Rights During the Term of a Lease of Land Use Rights
As long as the term of the lease of the land use right s remains [in effect], the lessor retains the right to
assign the land use rights to another person, if so permitted by the competent State authority, but
[he/she/it] must notify the lessee in order for the less ee to perform his/her obligations to the assignee of
the land use rights.
The lessee may still continue the lease of the land use rights until the expiry of its term under the
contract.
Article 726. Termination of Contracts for the Lease of Land Use Rights
1. A contract for the lease of land use rights shall terminate in the following circumstances:
a. The lease expires without renewal;
b. In accordance with the agr eement between the parties;
c. The State repossesses the land;
d. One of the parties unilaterally suspends th e performance of the contract or cancels the
contract, either in accordance with an ag reement or the provisions of law; [or] e
(157) . The lessee of the land use rights dies without leaving any other members of his/her family household, or any heirs, or he/she ha s heirs but these do not wish to continue the
lease.
2. Upon termination of the contract for the lease of land use rights, the lessee must restore the land to the condition in which he/she received it, excep t in circumstances where otherwise agreed or
provided by the laws on land. Property attached to the land shall be dealt with as agreed upon
by the parties.

Chapter V
CONTRACTS FOR THE MORTGAGE OF LAND USE RIGHTS
Article 727. Mortgage of Land Use Rights

157. See footnote to Article 12.

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A contract for the mortgage of land use rights is an
agreement between the parties in compliance with the
requirements, contents and forms of transfer of la nd use rights provided by this Code and the laws on
land, pursuant to which the land user uses his/her land use rights to secure the performance of civil
obligations.
The mortgagor may continue to use the land during the term of the mortgage.
Article 728. Requirements for the Mortgage of Land Use Rights
Family households, [and/or] indivi duals who use land for which they hold a land use right certificate
issued by the competent State aut hority in accordance with the provisions of the laws on land shall have
the right to mortgage the land use rights in accordance with the provisions of this Code and the laws on
land.
Article 729. Mortgage of Land Use Rights for Agricultural Land and Forestry Land Used for
Afforestation
Family households [and] individuals using agricultu ral land or forestry land for afforestation may
mortgage the land use rights at Vietnamese banks a nd Vietnamese credit institutions which have been
established with the permission of the State in order to borrow capital for production purposes.
Article 730. Mortgage of Land Use Rights for Residential Land
Family households [and] individuals using residential land may, due to the needs of production or living,
mortgage the land use rights for residential land to Vietnamese economic organisations [or] individuals
in the country.
Article 731. Form of Contracts for the Mortgage of Land Use Rights
Contracts for the mortgage of land use rights shall be made in writing.
Mortgages of land use rights must be effected accordi ng to the [prescribed] procedures, [and] must be
registered with the competent People’s Committee in accordance with the provisions of the laws on land.
Article 732. Scope of Mortgages of Land Use Rights
1. Land use rights may be mortgaged in part or in whole.
2. Where the family households and individuals s tipulated in Article 729 and Article 730 of this
Code mortgage [their] land use rights, then th e residential houses, other constructed facilities,
planted forests, trees and other properties of th e mortgagor which are attached to the land shall
only form [part of] the mortgaged property, if so agreed.
Article 733. Obligations of Mortgagors of Land Use Rights
A mortgagor of land use rights has the following obligations:
1. Hand over the land use right certificate to the mortgagee;
2. Complete the mortgage registration procedures and cancel the mortgage registration when the
mortgage contract terminates;
3. Not exchange, assign or lease the mortgaged land use rights;
4. Use the land for its designated purpose [and] not destroy the mortgaged land or diminish its
value; [and] 5. Repay the loan at the time and in accordan ce with the method agreed upon in the contract.
Article 734. Rights of Mortgagors of Land Use Rights
A mortgagor of land use rights has the following rights:
1. Use the land during the term of the mortgage;
2. Obtain the mortgage loan in accordance with the method agreed upon;
3. Enjoy the fruits collected [from the land], except in circumstances where they also form [part of] the mortgaged property; [and] 4. Redeem the land use right certificate after fulfilling the mortgage obligations.

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Article 735. Obligations of Mortgagees of Land Use Rights

The mortgagee of land use rights has the following obligations:
1. Register the mortgage together with the mortgagor; [and] 2. Return the land use right certificate when the mortgagor has fulfilled the obligations secured by
the mortgage.
Article 736. Rights of Mortgagees of Land Use Rights
The mortgagee of land use rights has the following rights:
1. Inspect and remind the mortgagor of the land use rights to protect and take care of the land and
use it for the designated purpose; [and] 2. Enjoy priority with respect to the repaymen t of debts [owed to him/her] in cases where an
auction of the mortgaged land use rights is organi sed, after all expenses for the auction have
been deducted.
Article 737. Disposition of Mortgaged Land Use Rights
If, at the due date, the mortgagor has still failed to fu lfil or properly fulfil the obligations secured by the
mortgage of the land use rights, then the land use rights shall be disposed of as follows:
1. In cases where land use rights for agricultural land, or forestry land for afforestation were
mortgaged to Vietnamese banks or Vietnamese credit organisations, the mortgagee shall be
entitled to request the competent State authority to organise an auction of the land use rights to
recover the principal and any interest thereon;
2. In cases where land use rights for residentia l land were mortgaged to Vietnamese economic
organisations or individuals in Vietnam, the mo rtgagee shall be entitled to request the competent
State authority to organise an auction of the land use rights to recover the principal and any
interest thereon; [and] 3. The organisation of auctions of land use rights mentioned in this Article must comply with the
provisions of this Code and the laws on land.

Chapter VI
INHERITANCE OF LAND USE RIGHTS
Article 738. Inheritance of Land Use Rights
The inheritance of land use rights is the passing of land use rights of a deceased to his/her heirs under a
will or [by inheritance] at law in accordance with the provisions of this Code and the laws on land.
Article 739. Persons Eligible to Bequeath Land Use Rights
The following persons shall be elig ible to bequeath land use rights:
1. Individuals to whom the State has allocated
(158) agricultural land for the cultivation of annual
crops, [and/or] for aquacultural purposes;
2. Individuals and members of family households to whom the State has allocated agricultural land
for the cultivation of perennial crops, forestry land for afforestation [and/or] residential land;
[and] 3. Individuals who have [ac quired] land use rights through transfer from other persons in
accordance with the provisions of this Code and the laws on land.

158. It is unclear in which sense ” giao” is used here, i.e., whether in the broa d meaning of “allocation” which would make
all such land use rights inheritable (i.e. regardless whether allocated by “grant” or “lease”), or whether in a narrower
sense to mean that only granted (not l eased) land use rights are inheritable.

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Article 740. Requirements for Inheritance of
Rights to Use Agricultural Land for the
Cultivation of Annual Crops and/or for Aquacultural Purposes
Persons who satisfy the following requirements may i nherit rights to use land under a will or at law in
respect of agricultural land for the cultivation of annual crops and/or for aquacultural purposes:
1. Persons who have the need to use land, and the capability to use the land themselves and for the
designated purpose; [and] 2. Persons who do not have land or currently use land but below the [area] limits stipulated by the
laws on land.
Article 741. Inheritance of Land Use Rights und er a Will in Respect of Agricultural Land for
the Cultivation of Annual Crops and/or for Aquacultural Purposes
Persons stipulated in Clause 1 of Article 679 and Article 680 of this Code and who fully satisfy the
requirements stipulated in Article 740 of this Code shall be entitled to inherit under a will the rights to
use land in respect of agricultural land for the cultiv ation of annual crops and/or aquacultural purposes.
Article 742. Inheritance at Law of Land Use Righ ts in Respect of Agricultural Land for the
Cultivation of Annual Crops and/or for Aquacultural Purposes
1. Persons stipulated in Clause 1 of Article 679 and Article 680 of this Code and who fully satisfy
the requirements stipulated in Article 740 of this Code may inherit rights to use agricultural land
for the cultivation of annual crops and/or a quacultural purposes by inheritance at law.
2. In cases where there are no heirs who fully satis fy the requirements stipulated in Article 740 of
this Code or where there are [such heirs] but they are not entitled to inherit [or] have disclaimed
the inheritance, the State shall repossess the land.
Article 743. Inheritance of Land Use Rights in Respect of Agricultural Land for the
Cultivation of Perennial Crops, Forest Land for Afforestation [and] Residential
Land
Individuals [and] family household members to whom agricultural land for the cultivation of perennial
crops, forest land for afforestation, [and/or] residentia l land is allocated, shall have the right to bequeath
such land use rights after their death to other pe rsons under a will or [by inheritance] at law.
Article 744. Rights of Members of a Family Household to Continue the Use of Land
Where the State has allocated land for the cultivati on of annual crops [or] aquacultural purposes to a
family household and if a member of such family hous ehold dies, the other members shall have the right
to continue to use the land allocated to them by th e State; if there are no [surviving] members in the
family household, the State shall repossess the land.

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PART SIX
INTELLECTUAL PROPERTY RIGHTS
AND TECHNOLOGY TRANSFER

Chapter I
COPYRIGHT
Section 1
GENERAL PROVISIONS
Article 745. Authors
1. An author is a person who directly creates the en tirety or part of a literary, artistic [or] scientific
work.
2. The following persons shall also be recognised as authors:
a. A person who translates a work from one language into another language is the author
of the translated work;
b. A person who adapts an existing work, rewr ites, [or] transforms a work from one form
into another form is the author of the ad apted, rewritten [or] transformed work; [and] c. A person who edits, annotates [or] selects works of other persons to produce a work of a
creative nature is the author of the ed ited, annotated [or] selected works.
Article 746. The Owner of a Work
1. The owner of a work shall include:
a. An author shall be the owner of the entiret y or part of a work created by him/herself,
except in circumstances where a work is cr eated under a delegated duty [or] a contract;
b. Co-authors shall be the joint owners of a work created by themselves, except in
circumstances where a work is created under a delegated duty [or] a contract;
c. An authority or organisation which delegate s a duty to an author shall be the owner of
the entirety or part of the work created by the author under a duty delegated by the
authority [or] organisation;
d. An individual who, [or] organisation which, enters into a contract for the creation [of a
work] with an author shall be the owner of th e entirety or part of the work created by the
author under the contract;
e. An heir under a will or an heir at law of an author shall be the owner of the inherited
work in circumstances where the author is concurrently the owner of the work; [and] f. An individual to whom, [or] organisation to which the owner of a work stipulated at
points a, b, c, d and e of Clause 1 of this Article transfers his/her rights ov
er the work
under a contract shall be the owner of the rights transferred.
2. An author who creates a work under a delegated dut y [or] a contract as stipulated at points c and
d of Clause 1 of this Article shall have the rights stipulated in Article 752 of this Code.
Article 747. Forms of Works Which Are Protected
1. Literary, artistic and scientific works which ha ve copyright protection by the State shall include:
a. Written works;
b. Lectures and speeches;
c. Theatrical works and other forms of artistic performance;
d. Cinematographic and video works;

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Clifford Chance and Baker & McKenzie 154
e
(159) . Radio broadcasting and tele
vision broadcasting works;
f. Press works;
g. Musical works;
h. Architectural works;
i. Sculptural works and applied fine arts;
j. Photographic works;
k. Scientific projects, textbooks and teaching materials;
l. Sketches, drawings, diagrams and maps re lated to topography, architecture or scientific
projects;
m. Translated, adapted, rewritten, transformed, edited, annotated, selected [and] anthological works;
n. Computer software; [and] o. Other works provided by law.
2. Works that are protected must be the originals.
3. The State protects the works sti pulated in Clause 1 of this Article, irrespective of the form and
language used and the quality of the works.
Article 748. Objects Protected Under Exclusive Regulations of Laws
The following works, writings and documents are protected by the State under exclusive regulations:
1. Literary and artistic folk works;
2. Writings of State authorities and political, socio-political, social, socio-professional [and] economic organisations and the translations thereof; [and] 3. News of current affairs purely for newscasting purposes.
Article 749. Works Which Are Not Protected by the State
1. The State does not provide copyright protection w ith respect to works that have a content which:
a. Opposes the State of the Socialist Republic of Vietnam [and/or] undermines the solidarity of the whole people;
b. Propagates violence [and/or] wars of a ggression, inducing hatred among the ethnicities
and peoples of all countries; disseminates r eactionary ideas [and/or] cultures, prurient
[and/or] degenerate life styles, inhumane acts
(160) , social vices, [and/or] superstition,
[and/or] undermines fine traditions [and/or] customs;
c. Discloses Party [or] State secrets [or] military, security, economic, or foreign-affairs secrets, [or] secrets of private lives or other secrets stipulated by law; [and/or] d. Distorts history, repudiates the achievements of the revolution, offends distinguished persons or national heroes, slanders [or] injures the reputation of an organisation,
[and/or] the honour and dignity of an individual.
2. All transactions concerning circulation, use and enjoyment of benefits with respect to the works
stipulated in Clause 1 of this Article shall be illegal and invalid, [and] violators shall be punished
in accordance with the provisions of the law.

159. Alphabetical designations from “e” to “o” have been changed to reflect the English alphabet.
160. The original Vietnamese term is ” tæi Ÿc “, which may be translated as evil or criminal as well.

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Section 2
RIGHTS OF AN AUTHOR [AND] RIGHTS OF THE OWNER OF A WORK
Article 750. Rights of an Author
The rights of an author shall consis t of the personal rights and property rights of the author over the work
created by him/her.
Article 751. Rights of an Author Who Is Concurrently the Owner of a Work
1. An author who is concurrently the owner of a work shall have personal rights over his/her work,
which shall include:
a. Naming the work;
b. Appending his/her real name or pseudonym to the work; having his/her real name or
pseudonym cited when the work is publicised, disseminated [or] used;
c. Publicising [and] disseminating the work , or authorising other persons to publicise
[and/or] disseminate the work;
d
(161) . Permitting or not permitting other persons to use the work; [and] e. Protecting the integrity of the work, a nd permitting or not permitting other persons to
alter the content of the work.
2. An author who is concurrently the owner of a work shall have property rights over his/her work,
which shall include:
a. Receiving royalties;
b. Receiving remuneration when the work is used;
c. Receiving material benefits from permitti ng other persons to use the work in the
following forms:
– Publication, re-publication, display, exhibition, performance, sound broadcast
(162) , television broadcast, audio re cording, video recording [and] photographing;
– Translation, adaptation, rewriting and transformation; [and] – Renting;
d. Receiving awards with respect to the work of which he/she is the author, except in
circumstances where the work is not protected by the State.
Article 752. Rights of an Author Who Is Not Concurrently the Owner of a Work
1. An author who is not concurrently the owner of a work shall have personal rights over the work
of which he/she is the author, which shall include:
a. Naming the work;
b. Appending his/her real name or pseudonym to the work; having his/her real name or
pseudonym cited when the work is publicised, disseminated [or] used; [and] c. Protecting the integrity of the work, a nd permitting or not permitting other persons to
alter the content of the work.
2. An author who is not concurrently the owner of a work shall have property rights over the work
of which he/she is the author, which shall include:
a. Receiving royalties;
b. Receiving remuneration when the work is used; [and]

161. See footnote to Article 747 (1) .
162. From the Vietnamese word ” phŸt thanh” which may also be translated as radio.

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c. Receiving awards with respect to the work
of which he/she is the author, except in
circumstances where the work is not protected by the State.
Article 753. Rights of an Owner of a Work Who Is Not Concurrently the Author [Thereof
] 1. An owner of a work who is not concurrently the author [thereof] shall have personal rights over
the work, which shall include:
a. Publicising [and] disseminating the wo rk, or permitting other persons to publicise
[and/or] disseminate the work under his/her ownership rights, except in circumstances
where otherwise agreed by the author and owner; [and] b. Permitting or not permitting other persons to use the work belonging to his/her
ownership rights, except in circumstances wh ere otherwise agreed by the author and
owner.
2. An owner of a work who is not concurrently the author [thereof] shall be entitled to enjoy the
material benefits from the use of the work in the following forms:
a. Publication, re-publication, display, exhibition, performance, sound broadcast,
television broadcast, audio recording, video recording [and] photographing;
b. Translation, adaption, re-writing and transformation; [and] c. Renting.
Article 754. The Moment At Which Copyright Arises
Copyright shall arise as from the moment at which a work is created in a definite form
(163) .
Article 755. Rights of Co-Authors
1. In circumstances where there is more than one person creating a work jointly, they shall be co-
authors of the work. Co-authors are common ow ners of the work and are entitled to enjoy
author’s rights in accordance with the provisions of Article 751 of this Code; if the work is
created under a delegated duty [or] a contract, the co-authors [thereof] are entitled to enjoy
author’s rights in accordance with the provisions of Article 752 of this Code.
2. In circumstances where the work created by th e co-authors consists of separate parts which may
be severed for independent uses, each of the co-authors shall have the right to use his/her part(s)
separately and shall be entitled to enjoy the copyri ght over such part(s), if not otherwise agreed
by the co-authors.
Article 756. Rights of an Author With Respect to a Work Created Under a Delegated Duty or a
Contract
1. In circumstances where a work is created under a delegated duty [or] a contract, the author is
entitled to enjoy the rights stipulated in Article 752 of this Code.
2. The person who delegates such duty or enters into a contract with the author shall have the rights
stipulated in Article 753 of this Code.

163. The original Vietnamese term is ” nhÇt ÑÙnh” which may be “definite” or “cer tain” in English, if translated
literally. However, it may mean “tangible” in respect of intellectual property.

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Article 757. Rights of an Author Who Translates
, Adapts, Edits, Rewrites or Transforms [a
Work] 1. An author of an adapted, edited, rewritten [o r] transformed work shall be entitled to enjoy the
copyright over such work in accordance with the provisions of Article 751 or Article 752 of this
Code, but [he/she] must obtain permission from the author or owner of the original work and
must pay remuneration to the author or owner of th e original work; if [he/she] wishes to alter the
content of the original work, [he/she] must obtain permission from the author and must
acknowledge the name of the author and the title of the original work.
2. With respect to a translated work, the author performing the translation shall be entitled to enjoy
the copyright in accordance with the provisions of Article 751 or Article 752 of this Code,
except for the right to name the work.
Article 758. Copyright With Respect to Cinematographic, Video, Sound Broadcasting, Television Broadcasting [and] Theatrical Works and Other Forms of Artistic
Performance
1. With respect to cinematographic, video, sound broadcasting, television broadcasting [and] theatrical works and other forms of artistic perform ance, the directors, scriptwriters, cameramen,
film editors, music composers [and] painters sha ll be entitled to enjoy the rights stipulated in
Article 752 of this Code.
2. Individuals [and] organisa tions producing cinematographic, video, sound broadcasting,
television broadcasting [and/or] theatrical works a nd other forms of artistic performance shall be
entitled to enjoy the rights stipulated in Clause 1 a nd at Point c of Clause 2 of Article 751 of this
Code.
Article 759. Right to Request Protection
An author whose copyright, [and] an owner of a work whose rights are infringed upon by other persons
shall have the right to demand the person who has committed the act of infringement, or the competent
State authority to compel such person to, terminat e the act of infringement, apologize publicly, issue a
public retraction [and/or] compensate for damage.
Article 760. Limits on Copyright
Individuals [and] organisations may use the alr eady publicised [and] disseminated works of other
persons if such works are not prohibited from being copied and such use is not for commercial purposes
and does not affect the normal exploitation of the works [and] is not detrimental to the other interests of
the authors or owners of the works; the individuals [and] organisations using [such] works do not have to
obtain permission from and do not have to pay remunera tion to the authors or owners of the works, but
[they] must acknowledge or cite the name of th e authors and the original source of the works.
Article 761. Forms of Using Works Without Having to Obtain Permission [and] Paying Remuneration
1. The use of the works stipulated in Article 760 of this Code shall include the following forms:
a. Duplication of the works for own use;
b. Excerption of the works without divergi ng from the author’s ideas as a commentary or
illustration in a work of their own;
c. Excerption of the works without diverg ing from the author’s ideas for newspaper
writing, [and] for use in periodicals, sound or television broadcasting programmes, or
documentary films;
d. Excerption of the works without diverg ing from the author’s ideas for purposes of
teaching [or] examinations in schools;

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e.
(164) Duplication of the works for archival
purposes [and/or] for use in a library;
f. Translation [and] disseminating the works from the Vietnamese language to ethnic minority languages and vice versa;
g. Performance of theatrical works and othe r forms of artistic performance during cultural
entertainment events [and] for propagati on and campaign activities at public places;
h. Audio [and] visual recording of live perfo rmances in the nature of delivering news of
current affairs or for teaching purposes;
i. Photographing [and] televising of, and introduction of pictures of sculptural,
architectural, photographic, [or] applied fine art works displayed at public places for the
purpose of introducing the pictures of the works thereof; [and] j. Translating the works into braille for the blind.
2. The right to use the works stipulated in Clause 1 of this Article shall not apply to the duplication
of architectural [and] sculptural works [and] computer software.
Article 762. Registration and Submission of an A pplication to Request Protection of Copyright
[and] the Right to Ownership of a Work
1. An author [and] owner of a work shall have the rights to:
a. Register the work belonging to his/her ownership with the competent State authority;
[and] b. Submit an application to request the competent State authority to protect the rights of the author or owner of the work when such rights are infringed upon by other persons.
2. An author [and] owner of a work who have registered for protection of the work with the
competent State authority shall not have the oblig ation to prove the right to ownership over the
registered work when there is a dispute.
Article 763. Transfer of Copyright
1. The personal rights of an author shall not be transferred to other persons, with the exception of
the personal rights of an author who is concurrently the owner as stipulated in Points c and d of
Clause 1 of Article 751 of this Code.
2. An author [and] owner of a work shall have th e right to transfer the entirety or part of the
property rights over the work as stipulated in Clau se 2 of Article 751, Clause 2 of Article 752 or
Clause 2 of Article 753 of this Code to other persons under a contract or in accordance with the
provisions of the laws on inheritance.
Article 764. Inheritance of Copyright
1. In the event that an author dies, his/he r heir is entitled to enjoy the following rights:
a. The personal rights stipulated in Points c and d of Clause 1 of Article 751 of this Code,
except in circumstances where the author is not concurrently the owner of the work;
[and] b. The property rights of the author over the work as stipulated in Clause 2 of Article
751 or Clause 2 of Article 752 of this Code.
In circumstances where there is no heir, or the heir disclaims inheritance or is not entitled to the
right to inherit the estate, those rights shall belong to the State.

164. See footnote to Article 747.

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2. In the event that the author’s heir dies befo
re the expiry of the protection period, the heir
[succeeding] such person shall be entitled to enjoy the author’s rights stipulated in Clause 1 of
this Article until the expiry of the protection period.
3. An author’s heir who is entitled to enjoy the pr operty rights stipulated in Clause 2 of Article 751
or Clause 2 of Article 752 of this Code, shall be the owner of the rights transferred and shall
have the right to transfer the entirety or part of such rights to other persons.
Article 765. Inheritance of the Rights of Co-authors
With respect to a work of co-authors who are owners in a consolidated common ownership in respect of
the work, if a co-author dies without an heir, [or] [h is/her] heir disclaims the inheritance or is not entitled
to the right to inherit the estate, the property ri ghts of such co-author shall belong to the State.
Article 766. Duration of Copyright Protection
The duration of copyright protection is stipulated for as follows:
1. The personal rights stipulated in Points a, b a nd e of Clause 1 of Article 751, [and] Clause 1 of
Article 752 of this Code shall be protect ed for an indefinite period of time;
2. The personal rights stipulated in Points c and d of Clause 1 of Article 751 and the property rights
stipulated in Clause 2 of Article 751 [and] Cl ause 2 of Article 752 of this Code shall be
protected for the entire duration of the life of the author and another fifty years following the
year of the author’s death;
3. With respect to works of co-authors, the persona l rights stipulated in Points c and d of Clause 1
of Article 751 and the property rights stipulated in Clause 2 of Article 751 [and] Clause 2 of
Article 752 of this Code shall be protected for the entire duration of the lives of the co-authors
and another fifty years following the year of the last co-author’s death;
4. With respect to cinematographic, sound broad casting, television broadcasting [and] video works,
[and] posthumous works, the personal rights stipulat ed in Points c and d of Clause 1 of Article
751 and the property rights stipulated in Clause 2 of Article 751 [and] Clause 2 of Article 752 of
this Code shall be protected for a period of fift y years from the date the work is first publicised;
5. With respect to anonymous works or works whose authorship is uncertain, the copyright
[thereof] shall belong to the State; if the author can be ascertained within a period of fifty years
from the date of first publication of a work, the copyright shall be protected in accordance with
the provisions in Clauses 1, 2, 3 and 4 of th is Article and the duration of protection shall
commence from the date the author is ascertained.

Section 3
CONTRACTS FOR THE USE OF WORKS
Article 767. Contracts for the Use of Works
1. A contract for the use of a work is an agr eement under which the author or owner of the work
shall transfer the work under his/her ownershi p to other individuals and/or organisations
(referred to as ” the work user”) for the use of the work.
2. A contract for the use of a work must be made in writing, except in circumstances where
otherwise agreed upon or otherwise stipulated by law.
Article 768. The Contents of Contracts for the Use of Works
Depending on the type of the contract for the use of a work, the parties shall agree on the following
principal contents:
1. The manner of work use;
2. The scope [and] duration of the use of the work;

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3. The amount of remuneration or royalties and method of payment;
4. The liabilities of each party for breach of contract; [and] 5. Other contents as agreed upon by the parties.
Article 769. The Obligations of an Author [and] Owner of a Work

Under a contract for the use of a work, the aut hor or owner of a work shall have the following
obligations:
1. Transfer the work to the work user strictly within the time limits [and] at the place agreed upon;
must compensate the work user for damage incurre d as a result of a failure to transfer the work
strictly within the time limit [and] at the place agreed upon; [and] 2. Refrain from transferring the work to other i ndividuals [and] organisations for use before the
expiry of the contract, except in circumstances wh ere permitted by the work user; if [the author
or owner] violates this provision and [thus] cause s damage to the work user, [the author or
owner] must terminate such act of violation and compensate for damage.
Article 770. The Rights of the Author or Owner of a Work
Under a contract for the use of a work, the author [o r] owner of the work shall have the following rights:
1. Demand that the work user cite the name or pseudonym of the author when using the work;
2. Demand that the work user pay the royalties or remuneration in full [and] strictly in accordance
with the time limit and method of payment agreed upon; [and] 3. Transfer the work to more than one user, except in circumstances where otherwise agreed upon
with the work user.
Article 771. Obligations of a Work User
A work user shall have the following obligations:
1. Use the work in accordan ce with the manner, scope and time period agreed upon;
2. Refrain from transferring the work to other indivi duals and organisations for use if the author or
owner of the work does not so permit;
3. Pay the royalties or remuneration fully to the au thor or owner of the work strictly in accordance
with the time limit and method [of payment] agreed upon; [and] 4. Compensate the author or owner of the work for damage if [the work user] breaches the
obligations stipulated in Clause s 1, 2 and 3 of this Article.
Article 772. Rights of a Work User
A work user shall have the following rights:
1. Publicise [and] disseminate the work within the time limit agreed upon;
2. Use the work in accord ance with the manner, scope and duration agreed upon;
3. Unilaterally cancel the contract and shall have the right to demand that the author or owner of
the work compensate for damage if the author or owner of the work did not transfer the work
strictly in accordance with the time limit and at the place agreed upon; [and] 4. Unilaterally suspend the implementation of the c ontract and demand that the author or owner of
the work compensate for damage if the author or owner of the work breaches the obligations
stipulated in Clause 2 of Article 769 of this Code.

Section 4
RIGHTS AND OBLIGATIONS OF PERFORMERS, ORGANISATIONS WHICH PRODUCE AUDIO TAPES AND DISKS, VIDEO TAPES AND DISKS,
AND RADIO AND TELEVISION BROADCASTING ORGANISATIONS
Article 773. Performers

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Performers shall include individuals [and] organisa
tions conducting performances, editors and directors
of song, music or dance programmes or radio and television programmes, and directors and performers
of stage and other forms of artistic performance.
Article 774. Obligations of a Performer
A performer shall have the following obligations:
1. Obtain permission from the author or owner of the work for the use of the work for performance
purposes, if the work has not yet been publicised;
2. Pay royalties
(165) to the author or owner of the work, ex cept in circumstances stipulated in Point
g of Clause 1 of Article 761 of this Code; and
3. Compensate the author or owner of the work for damage if [the performer] breaches the
obligations stipulated in Clauses 1 and 2 of this Article.
Article 775. Rights of a Performer
A performer shall have the following rights:
1. Be introduced by name upon a performance;
2. Be protected against misrepresentation of his/her performance
(166) ;
3. Permit or not permit other pe rsons to broadcast live his/her performance programme on the radio
or television at the place where he/she is performing, except where such radio or television
broadcasts are of the nature of reporting current events or are for teaching purposes;
4. Permit or not permit other persons to make vi sual or sound recordings of his/her performance
programme and make copies for dissemination purposes;
5. Receive remuneration from permitting other pe rsons to use his/her performance programme
stipulated in Clauses 3 and 4 of this Article, if the use of the performance programme is for
commercial purposes; [and] 6. Demand that the individuals and organisations who/which infringe upon the performer’s rights
terminate the act of infringement of the performer’s rights, apologize publicly, issue a public
retraction [and/or] compensate for damage.
Article 776. Obligations of Organisations Whic h Produce Audio Tapes and Disks, Video Tapes
and Disks
An organisation which produces audi o tapes and disks [and/or] video tapes and disks shall have the
following obligations:
1. Enter into a contract in writing with the author or owner of the work if using a work which has
not been publicised to produce a programme of its own;
2. Acknowledge by name the author [or] performer and ensure the integrity of the contents of the
work and to pay remuneration to the author or ow ner of the work if using a work which has been
publicised to produce a programme of its own; [and] 3. Enter into a contract with and pay remunerati on to the performer if using his/her performance
programme to produce a programme of its own.
Article 777. Rights of Organisations Which Pr oduce Audio Tapes and Disks, Video Tapes and
Disks

165. The original Vietnamese term is ” thï lao” which is “remuneration” if literally translated. However, the term
“royalty” may be more appropriate in this context.

166. The Vietnamese text says “performance im age”.

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1. An organisation which produces
audio tapes and disks [and/or] video tapes and disks shall have
the following rights with respect to a product it has produced:
a. Permit or not permit the duplication and/or distribution of the product; [and] b. Enjoy benefits when the product is used.
2. The rights of an organisation producing audio tapes and disks [and/or] video tapes and disks
shall be protected for a period of fifty years from the date the audio tapes and disks [and/or] video tapes and disks are disseminated for the first time.
3. During the protection period, the organisation to which the rights of an organisation producing
audio tapes and disks [and/or] video tapes and disk s has been transferred shall continue to enjoy
the rights stipulated in Clause 1 of this Ar ticle until the expiry of the protection period.
Article 778. Obligations of Radio and Television Broadcasting Organisations
Radio and television broadcas ting organisations shall have the following obligations:
1. Obtain permission from and pay royalties to the author or owner of the work if using a work
which has not been publicised to create a radio [or] television broadcasting programme of their
own;
2. Acknowledge by name the author [or] performer and ensure the integrity of the contents of the
work, and pay remuneration to the author or owne r of the work if using a work which has been
publicised to create a radio [or] television broadcasting programme of their own; [and] 3. Pay royalties to the author or owner of the wo rk with respect to the rewritten [or] transformed
work, and pay remuneration to the author or owner of the work with respect to the original work
if using a rewritten [or] transformed work to create a radio [or] television broadcasting
programme of their own.
Article 779. Rights of Radio and Television Broadcasting Organisations
1. Radio and television broadcasti ng organisations shall have the following rights with respect to
their programmes:
a. Permit or not permit the re-broadcasting of their programmes; and
b. Permit or not permit the duplication of their programmes for commercial purposes.
2. The rights of radio and television broadcasting organisations shall be protected for a period of
fifty (50) years from the date their radio [or] te levision programme is broadcast for the first time.
3. During the protection period, the organisations to which the rights of the radio and television
broadcasting organisations have been transferred sh all continue to enjoy the rights stipulated in
Clause 1 of this Article until the expiry of the protection period.

Chapter II
INDUSTRIAL PROPERTY RIGHTS
Section 1
GENERAL PROVISIONS

Article 780. Industrial Property Rights
Industrial property rights are the ownership rights of individuals and juridical persons over inventions,
utility solutions, industrial designs and trademarks, and the use rights with respect to appellation of
origin of goods, and the ownership rights over other objects stipulated by law.

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Article 781. Subjects of Industrial Property Which Are Protected by the State

The subjects of industrial property rights which are prot ected by the State shall include inventions, utility
solutions, industrial designs and trademarks, the appellation of origin of goods and other subjects
stipulated by law, with the exception of the s ubjects stipulated in Article 787 of this Code.
Article 782. Inventions
An invention is a technical solution which is new as compared with the technical level of the world, and
which is of a creative character and capable of being applied in the economic and social fields.
Article 783. Utility Solutions
A utility solution is a technical solution which is new as compared with the world technical level, and
which is capable of being applied in the economic and social fields
The State shall encourage all technical innovati on and improvement, and production rationalisation
activities.
Article 784. Industrial Designs
An industrial design is the external appearance of a product, which is manifested by means of contours,
three-dimensional form or colour, or a combination of these elements, and which is of a new character in
the world and used as a prototype for manuf acturing handicrafts and industrial products.
Article 785. Trademarks
Trademarks are symbols which are used to distingui sh products or services of the same category from
various business or production facilities. A trademark may be in the form of words, images, or a
combination of these elements, and is manifested in one or more colours.
Article 786. Appellation of Origin of Goods
An appellation of origin of goods is the geographical name of a country [or] locality which is used to
indicate that the goods originate from that country [or] locality, provided that such goods shall have
distinctive characteristics [and] quality due to uni que and superior geographical conditions, including
natural and human elements or a combination of these elements.
Article 787. Subjects of Industrial Property Which Are Not Protected By the State
The State shall not protect subjects of industrial property which are contrary to the interests of society,
public order [and/or] humanitarian principles and othe r subjects of which the laws on industrial property
do not provide for protection.
Section 2
ESTABLISHMENT OF INDUSTRIAL PROPERTY RIGHTS
Article 788. Establishment of Industrial Propert y Rights Under a Certificate of Protection
The ownership rights over inventions, utility solutions , industrial designs and trademarks, and the right
to use the appellation of origin of goods shall be es tablished under a certificate of protection issued by
the competent State authority.
The ownership rights over other subjects of industria l property shall also be established in accordance
with the provisions of law.
Article 789. The Right to Submit an Application to Request Issuance of a Certificate of Protection
1. The following persons shall have the right to submit an application to request issuance of a
certificate of protection of an invention, utility solution [and/or] industrial design:
a. Authors and co-authors who have created the invention, utility solution [or] industrial
design by their own labour efforts and at their own expense;

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b. Employers, with respect to the inven
tion, utility solution and industrial design which
has been created by their employees in the course of implementation of their delegated
duty, if not otherwise agreed;
c. Individuals who, and juridical persons whic h enter into a hire contract for scientific and
technical research and development with the author, if not otherwise agreed;
d. Individuals and juridical persons to whom the invention, utility solution or industrial
design has been transferred under a contract or in accordance with the p
rovisions of law.
2. Individuals and juridical pers ons who, and other subjects which, are lawfully engaging in
business [and/or] production activities shall have th e right to submit an application to request
issuance of certificates of protection for their trademarks.
3. Individuals and juridical pers ons who, and other subjects which, are engaging in the trading
[and/or] production of special products at localities wh ich have the special elements stipulated in
Article 786 of this Code shall have the right to submit an application to request issuance of
certificates of protection of the appe llation of origin for their products.
Article 790. Priority Rights
1. The right of priority with respect to the app lication to request issuance of certificates of
protection of inventions, utility solutions, industr ial designs, trademarks and the appellation of
origin of goods, and other subjects of industria l property rights stipulated by law shall be
determined according to the priority date.
2. The priority date shall be the date on which the application for issuance of a certificate of
protection reaches the competent State authority or shall be determined in accordance with
international treaties which the Socialist Republic of Vietnam has acceded to or entered into.
3. In circumstances where there is a desire to benefit from a priority right under international
treaties which the Socialist Republic of Vietnam ha s acceded to or entered into, such desire to
benefit from such right must be expressly stated in the application. The applicant must present
proof of his/her right of priority.
Article 791. Duration of Protection
The ownership rights over subjects of industrial propert y shall be protected during the effective period of
the certificate of protection and may be extende d in accordance with the provisions of law.
Article 792. Cancellation of a Certificate of Protection
1. A certificate of protection may be cancelled in the following circumstances:
a. [Where] at the time of issuance of the certif icate of protection the subjects stated therein
do not meet the criteria under the provisions of law;
b. [Where] the certificate of protection is issu ed to a person who does not have the right to
submit the application; [and] c. Other circumstances stipulated by law.
2. In circumstances where the certificate of prot ection is cancelled, no industrial property rights
shall arise.
Article 793. Suspending the Effectiveness of a Certificate of Protection
1. The effectiveness of a certificate of pr otection shall be suspended in the following
circumstances:
a. [Where] the owner of the subjects of i ndustrial property fails to pay the fees for
maintaining the effectiveness of the certificat e of protection within the prescribed time;
b. [Where] the owner of the industrial propert y rights over trademarks [or] the user of the
appellation of origin of goods has ceased his/her business [or] production activity;

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c. [Where] the owner of the industrial prope
rty rights over trademarks does not use or does
not transfer the use rights within the time peri od prescribed by law, as from the date the
certificate of protection of trademarks becomes effective; [and] d. Other circumstances stipulated by law.
2. In circumstances where the effectiveness of a cer tificate of protection is suspended, the industrial
property rights shall terminate as of the date upon which the effectiveness of the certificate of
protection is suspended.

Section 3
OWNERS OF SUBJECTS OF INDUSTRIAL PROPERTY
AUTHORS OF INVENTIONS, UTILITY SOLUTIONS AND INDUSTRIAL DESIGNS
Article 794. Owners of Subjects of Industrial Property
Individuals, juridical persons and other subjects to whom the competent State authority has issued or
who have been transferred a certificate of protecti on for inventions, utility solutions, industrial designs,
trademarks and other subjects of industrial property shall be the owners of these inventions, utility
solutions, industrial designs, trademarks a nd other subjects of industrial property.
Article 795. Persons Who Shall Have the Right to Use the Appellation of Origin of Goods Legally
Individuals, juridical persons and other subjects to whom the competent State authority has issued a
certificate of protection of the appellation of origin of goods shall be the persons who shall have the right
to use the appellation of origin of goods legally.
Article 796. Rights of Owners of Subjects of Industrial Property
1. Owners of inventions, utility solutions, indus trial designs and trademarks shall have the
following rights:
a. Have exclusive rights of use over the subjects of industrial property;
b. Transfer the right to use subjects of industrial property to other persons; [and] c. Request the competent State authority to compel persons who have committed an act of infringement of their ownership rights to terminate such act of infringement and to
compensate for damage.
2. The ownership rights over inventions, utility solu tions, industrial designs and trademarks may be
bequeathed or transferred to other persons.
Article 797. Rights of Persons Who Have the Ri ght to Use Appellation of Origin of Goods
1. Persons who have the right to use an appella tion of origin of goods shall have the following
rights:
a. Use an appellation of origin of goods for their products; [and] b. Request the competent State authority to compel persons who illegally use an appellation of origin of goods to terminat e such illegal use and to compensate for
damage.
2. The right to use an appellation of origin of goods shall not be transferred in any form to other
persons.
Article 798. Obligations of Owners of Invent ions, Utility Solutions and Industrial Designs
Owners of inventions, utility solutions and industr ial designs shall have the following obligations:
1. Pay remuneration to the author in circumstances where the author is not concurrently the owner,
if not otherwise agreed upon between the owner and the author;
2. Submit the fees for maintaining the effectiveness of the certificate of protection; [and]

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3. Use or transfer the right to use subjects of
industrial property to other persons pursuant to the
decision of the competent State authority as stipulated in Article 802 of this Code.
Article 799. Authors of Inventions, Utility Solutions and Industrial Designs
1. Authors of inventions, utility solutions and i ndustrial designs shall be the creators of such
inventions, utility solutions and industrial designs.
2. Co-authors of inventions, utility solutions and industrial designs shall be the joint creators of
such inventions, utility solu tions and industrial designs.

Article 800. Rights of Authors of Inventions, Utility Solutions and Industrial Design
s
1. Authors of inventions, utility solutions and i ndustrial designs shall have the following rights:
a. Have their names stated in the certificate of protection of inventions, utility solutions and industrial designs and ot her scientific documents;
b. Receive remuneration when the inventi ons, utility solution and industrial designs are
used, if not otherwise agreed upon between the owner and the author;
c. Request a court [or] other competent State authorities to take measures against acts of infringement of their copyright; [and] d. Receive awards for the inventions, utility solutions and industrial designs of which they
are the authors.
2. Co-authors of inventions, utility solutions and i ndustrial designs shall have the rights stipulated
in Clause 1 of this Article.

Section 4
LIMITATION IN USE OF INDUSTRIAL PROPERTY RIGHTS
Article 801. Rights of Prior Users of Invent ions, Utility Solutions and Industrial Designs
Persons who have already used inventions, utility so lutions and industrial designs prior to the date on
which the owner submits an application for issuance of a certificate of protection shall have the right to
continue the use of such inventions, utility solutions and industrial designs but [such use] shall not be
expanded in terms of quantity [and/or] scope of applica tion and the right to use shall not be transferred to
other persons.
Article 802. Transfer of the Right to Use Inventions, Utility Solutions and Industria
l Designs Pursuant to a Decision of the Competent State Authority
On the basis of the request application of a person w ho has a need to use, the competent State authority
may make a decision to compel the owner of an invention, utility solution and industrial design to
transfer, in return for compensation, the right to use subjects of industrial property in the following
circumstances:
1. [Where] the owner, without a legitimate reason, does not use the subjects of industrial property
or his/her/its use is not consistent with the de mands of the economic and social development of
the country;
2. [Where] the person who has a need to use has tr ied to put forward various options in order to
reach an agreement with the owner but the owner still refuses to enter into a contract for the
transfer of the right to use subjects of industr ial property notwithstanding that a reasonable price
has been offered;
3. [Where] the use of subjects of industrial prope rty is for meeting the needs of national defence
and security, prevention and treatment of diseas es for the people or other urgent demands of
society.

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Article 803. Using Inventions, Utility Solutions, Industrial Designs Without Having t
o Obtain
Permission From or Pay Remuneration to the Owner
During the effective period of the certificate of prot ection of inventions, utility solutions and industrial
designs, all individuals and juridi cal persons may use subjects of industrial property without having to
obtain permission from or pay remuneration to the owner, if:
1. The use of the subjects of industria l property is not for commercial purposes;
2. Circulating and using products which have been marketed by the owner of industrial property
rights, by the prior users [or] by the transferee of industrial property rights; [and] 3. Using the subjects of industrial property on fore ign means of transportation which are in transit
or temporarily staying in the territory of the So cialist Republic of Vietnam and such use is only
for the purpose of maintaining the activities
(167) of such means.

Section 5
PROTECTION OF INDUSTRIAL PROPERTY RIGHTS
Article 804. Protection of Industrial Property Rights
1. Those who use the subjects of industrial prope rty of other persons during the protection period
without obtaining permission from the owner of the subjects of industrial property shall be
deemed to infringe upon the industrial property right s of the owner, except in the circumstances
stipulated in Articles 801 and 803 of this Code.
2. Where the industrial property rights are infringe d upon, the owner [thereof] shall have the rights
stipulated at Point c of Clause 1 of Article 796 of this Code.
Article 805. Acts of Infringement of Industrial Property Rights
1. Acts of infringement of the ownership rights over inventions and utility solutions as stipulated in
Clause 1 of Article 804 of this Code shall include:
a. Making products under inventions [and/or ] utility solutions which are protected in
Vietnam;
b. Using, importing, advertising [and] circ ulating products that have been produced under
inventions [and/or] utility solutions which are protected in Vietnam; [and] c. Applying methods which are protected in Vietnam as inventions [or] utility solutions.
2. Acts of infringement of the right to ownership of industrial designs as stipulated in Clause 1 of
Article 804 of this Code shall include:
a. Producing products under i ndustrial designs which are protected in Vietnam; [and] b. Importing, selling, advertising or usi ng, for commercial purposes, products which are
made under industrial designs which are protected in Vietnam.
3. Acts of infringement of the ownership rights over trademarks as stipulated in Clause 1 of Article
804 shall include:
a. Affixing marks
(168) of other persons which are protecte d in Vietnam, or similar marks on
its packages and products of his/her/its own; and
b. Importing, selling or offering products whic h are affixed with a trademark protected in
Vietnam.

167. The Vietnamese term used here is ” hoŠt Ñæng”, which can be translated as “activities” or “operations” .
168. The original Vietnamese is ” nh£n hiÎu” which may also be loosely translated as trademarks.

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Chapter III
TECHNOLOGY TRANSFER

Section 1
GENERAL PROVISIONS
Article 806. Subjects of Technology Transfer
1. The subjects of technology transfer shall include:
a. Subjects of industrial property which are or are not accompanied by machinery or equipment that the law permits to be transferred;
b. Know-how and technical knowledge on tec hnology in the forms of technological plans,
technical solutions, process technology, computer software, design documents,
formulas, technical specifications, and technica l diagrams and drawings which are or are
not accompanied by machinery or equipment;
c. Technical services, training of techni cal personnel and provision of information in
connection with the technology transferred; and
d. Solutions for rationalising production.
2. In circumstances where subjects of technology tr ansfer have already been protected by law in
the form of subjects of industrial property, the transfer of the rights of ownership of these
subjects and the right to use thereof must be ca rried out in accordance with the provisions of law
before proceeding with the technology transfer.
Article 807. Technology Transfer Rights
1. The State guarantees the legal interests of a ll individuals, juridical persons and other subjects
engaging in the activity of technology transfer.
2. Individuals and juridical pe rsons who, and other subjects whic h, are owners of subjects of
industrial property or have the right to determina tion of the subjects of industrial property, shall
be the owners of know-how and technical knowledge and shall have the right to transfer the
right to use subjects of industrial pr operty, know-how and technical knowledge.
Article 808. Circumstances Where a Transfer of Technology Is Not Permitted
A transfer of technology is not permitted in the following circumstances:
1. [Where] the technology does not meet the regulations promulgated by the competent State
authority;
2. Other circumstances stipulated by law.

Section 2
TECHNOLOGY TRANSFER CONTRACTS
Article 809. The Form of a Technology Transfer Contract
1. A technology transfer contract must be made in writing and registered with or permitted by the
competent State authority, if stipulated by law.
2. A transfer of technology pursuant to a decision of the competent State authority must also be
undertaken through a written contract.
Article 810. The Term of a Technology Transfer Contract
1. The term of a technology transfer contract shall not exceed seven years from the date the
contract becomes effective. In necessary circum stances, the competent State authority may allow
an extension thereof, but [the total term] shall not exceed ten years.
2. The term for a transfer of technology within the context of a foreign investment project in Vietnam shall be determined in accordance w ith the term of such investment project.

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Article 811. The Moment at Which a Technology Transfer Contract Shall Become Effective

The parties may agree on the moment at which a contr act shall become effective. In circumstances where
a technology transfer contract must be registered with or permitted by the competent State authority, the
moment at which the contract becomes effective shall be as of the date of registration or the date of
issuance of the licence.
Articles 812. The Contents of a Technology Transfer Contract
Depending on the subjects of a technology transfer contract, the parties may agree on the following
principal contents:
1. The subjects of the contract, the name and pa rticulars of the technology, the contents of the
technology and the results from the application of the technology;
2. The quality of the technology and the conten ts and term of warranty for the technology;
3. The location, duration and time schedule for the transfer of the technology;
4. The scope and extent of keeping the technology confidential;
5. The price of the technology and method of payment;
6. The responsibilities of the parties with respect to protection of the technology;
7. Undertakings on training in connec tion with the technology transferred;
8. The obligations of the parties with respect to co-operation and information;
9. The conditions for amendment and cancellation of the contract; [and] 10. Liabilities for breach of contract and procedures for settling disputes.

Article 813. The Price of the Technology
The price of the technology transferred shall be agr eed upon by the parties. In circumstances where the
law provides for a price frame, such provision must be complied with.
Article 814. The Quality of the Technology Transferred
The parties shall agree on the quality of the technology transferred based on the following:
1. The purposes of use of the technology;
2. The economic and technical targets and quality standards of the technology;
3. The product quality standards;
4. The requirements for the appearance of the product; [and] 5. The standards for environmental protection.
Article 815. Warranty and Warranty Period
1. The technology transferor has the obligation to warrant that the technology transferred shall
properly meet the technology quality agreed upon by the parties in accordance with the
provisions of Article 814 of this Code.
2. The warranty period shall be agreed upon by the parties or stipulated by law.
3. If during the warranty period the technology transferred does not properly meet the quality
agreed upon by the parties, the technology transferor shall, at its own expenses, take measures to
remedy the defects of the technology.
4. In circumstances where the technology transfer or has already taken remedial measures but the
quality standards are still not met, the technology transferee shall have the right to cancel the
contract and demand compensation for damage.
Article 816. The Rights of the Person to Whom the Right to Use Subjects of Industrial Property Is Transferred In Circumstances Where the Use Right Is Infringed Upon
by a Third Party
1. The person to whom the right to use subjects of industrial property is transferred shall have the
right to request the owner of the subjects of indus trial property, a court or other competent State

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authority to compel the person committing the act of infringement upon its lawful use right to
terminate such act.
2. In circumstances where the person to whom the ri ght to use is transferred takes action directly at
a court, the owner of industrial property rights sha ll participate in the defence of the legal rights
and interests of the person to which the right to us e subjects of industrial property is transferred.
Article 817. Guaranteeing that the Technology Transferred Is Not Restricted by the Ri
ghts of a Third Party
1. The parties shall agree on the guarantee area [in which] the technology transferred shall not be
restricted by a third party’s rights; if not agreed upon, the guarantee area shall be the territory of
the Socialist Republic of Vietnam.
2. When the use of the technology transferred is re stricted by the rights of a third party within the
guarantee area provided for in Clause 1 of this Article, the technology transferee shall have the
right to demand that the technology transferor reme dy the restrictions at its own expense or to
demand a price reduction. In circumstances where it is not possible to remedy the restrictions or
if the remedy requires extremely high expense, the parties shall have the right to cancel the
contract; the technology transferee shall have the right to demand that the technology transferor
compensate for damage.
Article 818. The Right to Develop the Technology Transferred
1. The technology transferee shall have the right to develop the technology transferred without
informing the technology transferor, except in circumstances where otherwise agreed.
2. In circumstances where the technology transferor is interested in the results from development
of the technology, it shall agree with the transfer ee on the transfer of the newly achieved results
on the principle of mutual benefits.
Article 819. Re-Transfer of Technology
1. The technology re-transferee
(169) shall have the right to re-tra nsfer the technology to another
person if the technology transferor gives its consent thereto.
2. The technology transferor shall not refuse a re-tra nsfer if the re-transfer is in the interests of the
State or interests of the public according to a decision of the competent State authority.
Article 820. Confidentiality Obligation
1. The parties shall agree on the scope and extent of confidentiality with respect to the technology
transferred; if there is no agreement [thereto ], the technology transferee shall keep all
information contained in or related to the tec hnology transferred confidential during the effective
period of the contract as it would similarl y protect its own confidential information.
2. In circumstances where the technology transfer ee breaches the obligations stipulated in Clause 1
of this Article, [it] shall compensate the technology transferor for damage.
Article 821. Contract for the Transfer of th e Exclusive Right to Use Inventions, Utility
Solutions, Industrial Designs and Trademarks
1. In circumstances where the parties agree on the tr ansfer of the exclusive right to use inventions,
utility solutions, industrial designs [and/or] trademarks, the transferor of the exclusive right to
use the above subjects, within the scope of ex clusivity agreed upon by the parties, shall not
transfer the use right to a third party.

169. The drafters of the Code use the Vietnamese phrase ” bÅn Ñõìc chuyÌn giao lŠi cáng nghΔ which is
“Technology re
-transferee” in English, instead of ” bÅn Ñõìc chuyÌn giao cáng nghΔ which is “Technology
transferee” in English.

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2. In circumstances where the transferor of the ex
clusive right to use subjects of industrial property
breaches the obligation stipulated in Clause 1 of th is Article, the transferee shall have the right to
demand that the transferor terminate its act of breach and compensate for damage, or to cancel
the contract.
Article 822. Contract for the Transfer of the Right to Use Trademarks
1. In a contract for the transfer of the right to use trademarks, the parties may agree that the
transferee shall have the obligation to ensure that the quality of the products and goods bearing
the transferred trademarks must be equivalent to that of the products and goods of the same kind
which bear the trademarks of the transferor.
2. The trademark transferor shall have the right to inspect the quality of the products and goods of
the transferee, to demand that the transferee take necessary measures to ensure the quality of the
products and goods, or to cancel the contract and demand compensation for damage if the
transferee fails to implement the transferor’s demand or its implementation of the transferor’s
demand does not produce [positive] results.
Article 823. Contract for the Transfer of Results From Research and Development of New
Technology
1. In a contract for the transfer of results fro m research and development of new technology, the
parties shall agree on the responsibilities of taking measures to protect industrial property rights,
the amount of and methods for paying remunerati on to the author(s) who has(have) created the
results through research and de velopment of the technology.
2. In circumstances where the parties fail to agree on the responsibilities of protecting industrial
property rights, the party to which the results from research and development of new technology
are transferred shall have the right to file an a pplication to request protection of the results from
research and development of ne w technology and must pay remuneration to the author(s) for the
use of the results from research and development of the technology.
Article 824. Contract for Support Services, Technologica l Consultation, Training of Technical
Personnel and Supply of Technological Information
1. Under a contract for support services, technologi cal consultation, training of technical personnel
and provision of technological information, the parties shall agree on the service quality, timing
and methods for performing the services, profe ssional qualification of the person(s) performing
the services and the results that must be achieved.
2. In circumstances where the parties fail to agree on the service quality and the results that need to
be achieved, the party performing the services sha ll be deemed to have fulfilled its obligations if
it has performed the services in a prudent manner, in accordance with its capability and within
the agreed time limit.
Article 825. Amendment and Cancellation of a Contract
1. The parties must inform each other of new tec hnical and scientific knowledge which shall affect
the implementation of the contract and must consider the possibility of amending or cancelling
the contract.
2. The contract form stipulated in Article 809 of this Code shall also apply in the case of
amendment or cancellation of the contract.
3. In circumstances where the contract is amende d or cancelled due to the effect of new technical
or scientific knowledge which is not foreseeable by the parties at the time of execution of the
contract, the technology transferor shall bear all costs incurred due to the amendment or
cancellation of the contract, except in circumst ances where otherwise agreed by the parties.

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PART SEVEN
CIVIL RELATIONS INVOLVING
FOREIGN ELEMENTS

Article 826. Civil Relations Involving Foreign Elements
In this Code, civil relations involving foreign elements shall be construed to be civil relations in which
any foreign individual [or] juridical person participates , or the basis for the establishment, alteration or
termination of such relations arise in a foreign country , or any assets relating to such relations are in a
foreign country.
Article 827. Application of the Civil Law of th e Socialist Republic of Vietnam, International
Treaties, International Customary Practice and Foreign Laws
1. The provisions of the civil law of the Socialist Republic of Vietnam shall apply to civil relations
involving foreign elements except in circumst ances where this Code otherwise provides.
2. In cases where an international treaty which the Socialist Republic of Vietnam has signed or
acceded to contains provisions which conflict with the provisions of this Code, the provisions of
such international treaty shall apply.
3. In cases where the application of a foreign la w is required by this Code or any other legal
document of the Socialist Republic of Vietnam or referred to by any international treaty which is
signed or acceded to by the Socialist Republic of Vietnam, the foreign law shall apply to the
civil relations involving foreign elements; if such foreign law refers back to the law of the
Socialist Republic of Vietnam then the law of the Socialist Republic of Vietnam shall apply.
A foreign law may also apply in circumstances wh ere the parties agree [thereto] in their contract,
if such agreement does not conflict with the provi sions of this Code or other legal document of
the Socialist Republic of Vietnam.
4. Where civil relations involving foreign elements are not governed by this Code or any other
legal document of the Socialist Republic of Vietna m or any international treaty which is signed
or acceded to by the Socialist Republic of Viet nam or the civil contract signed between the
parties, international customary practice shall be applied if such application or any consequence
thereof does not conflict with the basic principl es of the law of the Socialist Republic of
Vietnam.
Article 828. The Principle for Application of Foreign Laws and International Customary
Practice
[Even] in the circumstances set out in Clause 3 of Article 827 of this Code, foreign laws [and/or] international practice may only be applied if such application or consequence thereof does not conflict
with the basic principles of the law of the Socialist Republic of Vietna
m.
Article 829. The Basis for Choosing the Govern ing Law to be Applied to Persons without
Nationality and to Foreigners with Multiple Foreign Nationalities
1. In circumstances where this Code stipulates th e application of the law of a country of which a
foreigner is a citizen, the law applicable to a pe rson without nationality shall be the law of such
person’s country of residence or, if such person ha s no place of residence, the law of the Socialist
Republic of Vietnam.
2. In circumstances where this Code stipulates th e application of the law of a country of which a
foreigner is a citizen, the law applicable to a fo reigner with multiple foreign nationalities shall be
the law of the country of which nationality he/she is the holder and where such foreigner resides

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at the time civil relations are established; if such
foreigner is not resident in any of the countries
of which nationalities he/she is the holder then the applicable law shall be the law of the country
of which nationality he/she is the holder and with which he/she maintains the closest ties.
Article 830. Civil Legal Capacity of Foreigners
In Vietnam foreigners shall have the same civil legal capacity as Vietnamese citizens, except in
circumstances where otherwise provided by this Code or other legal documents of the Socialist Republic
of Vietnam.
Article 831. Capacity for Civil Acts of Foreigners
1. The capacity for civil acts of foreigners shall be determined in accordance with the law of the
country of which he/she is a citizen, except in circumstances where otherwise provided by the
law of the Socialist Republic of Vietnam.
2. Where a foreigner establishes [or] performs ci vil transactions in Vietnam, his/her capacity for
civil acts shall be determined in accordance with the law of the Socialist Republic of Vietnam.
Article 832. The Civil Legal Capacity of a Foreign Juridical Person
1. The civil legal capacity of a foreign juridical person shall be determined in accordance with the
law of the country where such juridical person is established, except in circumstances where
otherwise provided by the law of th e Socialist Republic of Vietnam.
2. Where a foreign juridical person establishes [or] performs civil transactions in Vietnam, the civil
legal capacity of such foreign juridical person sh all be determined in accordance with the law of
the Socialist Republic of Vietnam.
Article 833. The Right to Own Property
1. The establishment [and] termination of owners hip rights [and] the contents of ownership rights
over property shall be determined in accordance w ith the law of the country where the property
is, except in circumstances where otherwise provi ded by the law of the Socialist Republic of
Vietnam.
2. The ownership rights to any moveable property in transit shall be determined in accordance with
the law of the country of destination, if not otherwise agreed.
3. The distinction between moveable and immoveab le property shall be made in accordance with
the law of the country where such property is located.
Article 834. Civil Contracts
1. The form of a civil contract shall be in co mpliance with the law of the country where the
contract is entered into. In cases where a civil c ontract which is entered into in a foreign country
is in breach of [the provision on] forms of civil contracts, it may still be effective in Vietnam in
terms of its form if the form of such contract is not contrary to the provisions of the law [on
forms of civil contracts] of the Socialist Republic of Vietnam.
2. The rights and obligations of the parties to a civil contract shall be determined in accordance
with the law of the country where the contract is performed, if not otherwise agreed.
[If] a civil contract is entered into and perform ed wholly in Vietnam, the law of the Socialist
Republic of Vietnam shall be complied with.
In circumstances where a civil contract doe s not provide for the place where it is to be
performed, the determination as to the place for pe rforming the contract shall be in accordance
with the law of the Socialist Republic of Vietnam.
3. Civil contracts relating to immoveable property located in Vietnam must comply with the law of
the Socialist Republic of Vietnam.
Article 835. Compensation for Non-contractual Damage

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1. Compensation for non-contractual damage shall be
determined in accordance with the law of the
country where the act causing such damage take s place or where the actual consequences of
such act arise.
2. Compensation for damage which is caused by an ai rcraft flying in international airspace [or] by
a ship sailing at sea shall be determined in accord ance with the law of the country of which such
aircraft [or] ship bears the nationality, except in circumstances where otherwise provided by the
aviation and maritime laws of the Socialist Republic of Vietnam.
3. In circumstances where the act causing damage takes place outside the territory of the Socialist
Republic of Vietnam where both the victims(s) of such damage and the person(s) causing such
damage are Vietnamese citizens or juridical persons, the law of the Socialist Republic of
Vietnam shall apply.
Article 836. Copyright
The copyright of foreign individuals [and/or] juridical persons, in respect to any work which is first
publicised [or] disseminated in Vietnam or which is created and takes a definite
(170) form in Vietnam,
shall be protected in accordance with the law of the Socialist Republic of Vietnam and the international
treaties which Vietnam has signed or acceded to.
Article 837. Industrial Property Rights
The industrial property rights of foreign individuals [a nd] juridical persons to any subjects of industrial
property rights in respect of which the State of the Socialist Republic of Vietnam has issued a certificate
of protection, shall be protected in accordance with provisions of the law of the Socialist Republic of
Vietnam and the international treaties which the Soci alist Republic of Vietnam has signed or acceded to.
Article 838. Technology Transfer
Any transfers of technology to be made between Vi etnamese individuals [and] juridical persons and
foreign individuals [and] juridical persons [and] an y transfers of technology from any foreign country
into Vietnam or from Vietnam to any foreign country must comply with the provisions of this Code,
other legal documents of the Socialist Republic of Vietnam on technology transfer, and the international
treaties which the Socialist Republic of Vietnam has signed or acceded to.
________________________________________________________________________
_________
This Code has been adopted by the National A ssembly of the Socialist Republic of Vietnam, IX
Legislature, at its 8th session, on 28 October 1995.
Chairman of the National Assembly

NONG DUC MANH

170. See footnote to Article 754.