Civil Code 2015: Role in Labor Relations and Service Contracts

Article 1. Scope of adjustment

This Code regulates the legal status and legal standards of behavior of individuals and legal entities; Personal and property rights and obligations of individuals and legal entities in relationships formed on the basis of equality, free will, property independence and self-responsibility (hereinafter collectively referred to as civil relationships).

Article 2. Recognize, respect, protect and ensure civil rights

In the Socialist Republic of Vietnam, civil rights are recognized, respected, protected and guaranteed according to the Constitution and law.

Civil rights can only be limited according to the provisions of law in cases of necessity for reasons of national defense, national security, social order and safety, social ethics, and community health.

Article 3. Basic principles of civil law

All individuals and legal entities are equal and cannot use any reason to discriminate; are equally protected by law in terms of personal and property rights.

Individuals and legal entities establish, exercise, and terminate their civil rights and obligations on the basis of freedom, voluntary commitment, and agreement. All commitments and agreements that do not violate legal prohibitions or are not contrary to social ethics are effective for the parties and must be respected by other entities.

Individuals and legal entities must establish, exercise, and terminate their civil rights and obligations in good faith and honestly.

The establishment, implementation, and termination of civil rights and obligations must not infringe upon national or ethnic interests, public interests, or the legitimate rights and interests of others.

Individuals and legal entities must be solely responsible for failing to perform or improperly performing civil obligations.

Article 4. Application of the Civil Code

This code is the general law regulating civil relations.

Other relevant laws regulating civil relations in specific fields must not contravene the basic principles of civil law specified in Article 3 of this Code.

In case other relevant laws do not stipulate or have regulations but violate Clause 2 of this Article, the provisions of this Code shall apply.

In case there is a difference between the provisions of this Code and an international treaty to which the Socialist Republic of Vietnam is a member on the same issue, the provisions of the international treaty shall apply.

Article 5. Application of customs

Customs are rules of conduct with clear content to determine the rights and obligations of individuals and legal entities in specific civil relations, formed and repeated many times over a long period of time, and widely recognized and applied in a region, region, people, community or in a civil field.

In cases where the parties do not have an agreement and the law does not stipulate, customs can be applied but the applied customs must not be contrary to the basic principles of civil law specified in Article 3 of this Code.

Article 6. Similar application of law

In case a relationship arises within the scope of civil law but the parties do not have an agreement, the law has no regulations and no applicable customs, the provisions of law governing similar civil relations shall apply.

In cases where it is not possible to apply the same law as prescribed in Clause 1 of this Article, the basic principles of civil law specified in Article 3 of this Code, case law, and fairness shall apply.

Article 7. State policy on civil relations

The establishment, implementation and termination of civil rights and obligations must ensure the preservation of national identity, respect and promotion of good customs, practices, traditions, solidarity, mutual love, each person for the community, the community for each person and the noble moral values ​​of the peoples living together in Vietnam.

In civil relations, mediation between parties in accordance with the provisions of law is encouraged.

Article 8. Basis for establishing civil rights

Civil rights are established on the following grounds:

Contract.

Unilateral legal action.

Decisions of the Court or other competent authorities according to the provisions of law.

Results of labor, production and business; the result of creative activities that create an object of intellectual property rights.

Possession of property.

Using property and gaining property benefits without legal basis.

Damage due to illegal acts.

Performing work without authorization.

Other grounds are prescribed by law.

Article 9. Exercise of civil rights

Individuals and legal entities exercise civil rights according to their will, not contrary to the provisions of Article 3 and Article 10 of this Code.

The failure of an individual or legal entity to exercise their civil rights is not a basis for terminating their rights, unless otherwise provided for by law.

Article 10. Limitation of exercise of civil rights

Individuals and legal entities may not abuse their civil rights to cause damage to others, to violate their obligations or to carry out other illegal purposes.

In case an individual or legal entity does not comply with the provisions of Clause 1 of this Article, the Court or other competent authority, based on the nature and consequences of the violation, may not protect part or all of their rights, force compensation if causing damage, and may apply other sanctions prescribed by law.

Article 11. Methods of protecting civil rights

When the civil rights of an individual or legal entity are violated, that subject has the right to self-protect according to the provisions of this Code, other relevant laws or request a competent agency or organization:

Recognize, respect, protect and ensure your civil rights.

Forced termination of infringing acts.

Forced to apologize and rectify publicly.

Forced to perform obligations.

Forced to compensate for damages.

Cancel individual illegal decisions of competent agencies, organizations, and persons.

Other requirements as prescribed by law.

Article 12. Self-protection of civil rights

Self-protection of civil rights must be consistent with the nature and extent of infringement on those civil rights and must not be contrary to the basic principles of civil law prescribed in Article 3 of this Code.

Article 13. Compensation for damages

Individuals and legal entities whose civil rights have been violated shall be compensated for all damages, unless the parties agree otherwise or the law provides otherwise.

Article 14. Protection of civil rights through competent authorities

Courts and other competent agencies are responsible for respecting and protecting the civil rights of individuals and legal entities.

In case civil rights are violated or there is a dispute, the protection of rights is carried out according to procedural law in court or arbitration.

The protection of civil rights according to administrative procedures is carried out in cases prescribed by law. The decision to resolve the case according to administrative procedures can be reviewed in Court.

The court may not refuse to resolve a civil case or matter because there is no applicable law; In this case, the provisions of Article 5 and Article 6 of this Code apply.

Article 15. Cancellation of illegal individual decisions of competent agencies, organizations and persons

When resolving requests to protect civil rights, the Court or other competent authority has the right to cancel individual illegal decisions of competent agencies, organizations or persons.

In case the individual decision is annulled, the violated civil rights will be restored and can be protected by the methods specified in Article 11 of this Code.

Section 1. CIVIL LEGAL CAPACITY, CIVIL ACT CAPACITY OF INDIVIDUALS

Article 16. Civil legal capacity of individuals

An individual's civil legal capacity is the individual's ability to have civil rights and civil obligations.

All individuals have the same civil legal capacity.

An individual's civil legal capacity begins when he or she is born and ends when he or she dies.

Article 17. Content of an individual's civil legal capacity

Personal rights are not attached to property and personal rights are attached to property.

Ownership, inheritance and other rights to property.

The right to participate in civil relations and to have obligations arising from that relationship.

Article 18. Do not limit the civil legal capacity of individuals

An individual's civil legal capacity is not limited, unless this Code and other relevant laws provide otherwise.

Article 19. Individual's capacity for civil acts

An individual's civil act capacity is the individual's ability to establish and exercise civil rights and obligations through his or her actions.

Article 20. Adults

An adult is a person eighteen years of age or older.

Adults have full civil act capacity, except for the cases specified in Articles 22, 23 and 24 of this Code.

Article 21. Minors

A minor is a person under eighteen years of age.

Civil transactions of a person under six years of age are established and performed by that person's legal representative.

People from full six years old to under fifteen years old must have the consent of their legal representative when establishing and performing civil transactions, except for civil transactions serving daily living needs appropriate to their age.

People from full fifteen years old to under eighteen years old establish and perform civil transactions on their own, except for civil transactions related to real estate and movable property that must be registered and other civil transactions prescribed by law that must be approved by the legal representative.

Article 22. Loss of civil act capacity

When a person, due to a mental illness or other illness, cannot perceive or control his or her behavior, at the request of a person with related rights or interests or of a relevant agency or organization, the Court shall issue a decision to declare this person as a person lacking civil act capacity on the basis of the conclusion of a forensic psychiatric examination.

When there is no longer a basis for declaring a person lacking civil act capacity, at the request of that person or a person with related rights or interests or of a relevant agency or organization, the Court will issue a decision to cancel the decision declaring loss of civil act capacity.

Civil transactions of a person who has lost civil act capacity must be established and performed by a legal representative.

Article 23. People with difficulties in cognition and behavior control

For an adult who, due to a physical or mental condition, lacks the ability to perceive and control his or her behavior but has not yet lost his or her capacity for civil acts, at the request of this person, a person with related rights or interests, or of a relevant agency or organization, based on the conclusion of a forensic mental examination, the Court shall issue a decision to declare this person as a person with difficulty in cognition or control of behavior, appoint a guardian, and determine the rights and obligations of the guardian.

When there is no longer a basis for declaring that a person has difficulty in cognition and behavior control, at the request of that person or of a person with related rights or interests or of a relevant agency or organization, the Court shall issue a decision to cancel the decision declaring that the person has difficulty in cognition and behavior control.

Article 24. Limitation of civil act capacity

People addicted to drugs or other stimulants leading to the destruction of family assets, at the request of people with related rights and interests or of relevant agencies or organizations, the Court may issue a decision to declare this person as a person with limited civil act capacity.

The court decides on the legal representative of a person with limited civil capacity and the scope of representation.

Establishing and performing civil transactions related to the assets of a person whose civil capacity has been declared limited by the Court must have the consent of the legal representative, except for transactions that serve daily needs or otherwise prescribed by relevant laws.

When there is no longer a basis for declaring a person's civil act capacity limited, at the request of that person or a person with related rights or interests or of a relevant agency or organization, the Court shall issue a decision to annul the decision declaring civil act capacity limited.

Section 2. HUMAN RIGHTS

Article 25. Personal rights

Personal rights specified in this Code are civil rights attached to each individual and cannot be transferred to others, unless other relevant laws provide otherwise.

The establishment and implementation of civil relations related to the personal rights of minors, people who have lost civil act capacity, and people with difficulties in cognition and behavior control must be agreed by the legal representative of this person according to the provisions of this Code, other relevant laws or according to the decision of the Court.

The establishment and implementation of civil relations related to the personal rights of a person declared missing or deceased must be consented to by that person's spouse or adult children; In case these people are not present, the consent of the father or mother of the person declared missing or deceased must be obtained, unless otherwise provided for by this Code or other relevant laws.

Article 26. Right to have full name

Individuals have the right to have a first and last name (including middle names, if any). A person's full name is determined by that person's last name and birth name.

The individual's surname is determined to be the biological father's surname or the biological mother's surname according to parental agreement; If there is no agreement, the child's surname will be determined according to custom. In case the biological father has not been identified, the child's surname is determined according to the biological mother's surname.

In case a child is abandoned, the biological father or mother has not been identified and is adopted, the child's surname is determined according to the adoptive father's surname or the adoptive mother's surname according to the agreement of the adoptive parents. In case there is only an adoptive father or adoptive mother, the child's surname is determined according to that person's surname.

In case a child is abandoned, the biological father or mother has not been identified and has not been adopted, the child's surname will be determined at the request of the head of the facility raising that child or at the request of the person requesting birth registration for the child, if the child is being temporarily raised by that person.

The biological father and mother defined in this Code are the father and mother determined based on the event of birth; The person requesting a surrogate mother and the person born from the surrogate mother according to the provisions of the Law on Marriage and Family.

Naming is restricted in cases where it infringes on the legitimate rights and interests of others or is contrary to the basic principles of civil law specified in Article 3 of this Code.

The name of a Vietnamese citizen must be in Vietnamese or another ethnic language of Vietnam; Do not name with a number or a character that is not a letter.

Individuals establish and exercise civil rights and obligations according to their full name.

The use of aliases or pseudonyms must not cause damage to the legitimate rights and interests of others.

Article 27. Right to change surname

Individuals have the right to request competent state agencies to recognize the change of surname in the following cases:

a) Changing the biological child's surname from the biological father's surname to the biological mother's surname or vice versa;

b) Change the adopted child's surname from the biological father's or adoptive mother's surname to the adoptive father's or adoptive mother's surname at the request of the adoptive father or adoptive mother;

c) When an adopted child ceases to be an adopted child and this person or the biological father or mother requests to regain that person's surname according to the biological father's or mother's surname;

d) Change the child's surname at the request of the biological father or mother or of the child when determining the child's father or mother;

d) Changing the surname of a lost person who has discovered his or her bloodline origin;

e) Change the surname to the wife's or husband's surname in marriage and family relationships involving foreign elements to comply with the law of the country where the foreign spouse is a citizen or regain the surname before changing;

g) Changing the child's last name when the father or mother changes their last name;

h) Other cases prescribed by the law on civil status.

Changing the surname of a person nine years of age or older requires that person's consent.

Changing an individual's surname does not change or terminate the civil rights and obligations established under the old surname.

Article 28. Right to change name

Individuals have the right to request a competent state agency to recognize a name change in the following cases:

a) At the request of the person whose name is used, the use of that name causes confusion, affects family feelings, honor, rights and legitimate interests of that person;

b) At the request of the adoptive father or adoptive mother to change the name of the adopted child or when the adopted child stops being an adopted child and this person or the biological father or mother requests to regain the name given by the biological father or mother;

c) At the request of the biological father, biological mother or child when determining the child's father or mother;

d) Change the name of a lost person who has discovered his or her bloodline origin;

d) Change the name of the spouse in a marriage and family relationship involving foreign elements to comply with the law of the country where the foreign spouse is a citizen or regain the name before the change;

e) Changing the name of a person who has had their gender re-determined or a person who has had a gender change;

g) Other cases prescribed by the law on civil status.

Changing the name of a person nine years of age or older requires that person's consent.

Changing an individual's name does not change or terminate the civil rights and obligations established under the old name.

Article 29. Right to determine and redefine ethnicity

Individuals have the right to identify and redefine their ethnicity.

At birth, an individual's ethnicity is determined according to the ethnicity of his or her biological father and mother. In case the biological father and mother belong to two different ethnicities, the child's ethnicity is determined according to the ethnicity of the biological father or mother according to the agreement of the biological father and mother; In case there is no agreement, the child's ethnicity will be determined according to custom; In case of different customs, the child's ethnicity will be determined according to the customs of the smaller ethnic group.

In case a child is abandoned, the biological father or mother has not been identified and is adopted, the ethnicity of the adoptive father or adoptive mother will be determined according to the agreement of the adoptive parents. In case there is only an adoptive father or adoptive mother, the child's ethnicity is determined according to that person's ethnicity.

In cases where children are abandoned, their biological father or mother has not been identified and have not been adopted, their ethnicity will be determined at the request of the head of the child-rearing facility or at the request of the person temporarily raising the child at the time of child birth registration.

Individuals have the right to request a competent state agency to re-determine ethnicity in the following cases:

a) Re-determination according to the ethnicity of the biological father or mother in case the biological father and mother belong to two different ethnicities;

b) Re-identify according to the ethnicity of the biological father or mother in case the adopted child has identified his/her biological father or mother.

Re-determination of ethnicity for a person from fifteen to under eighteen years of age must be with that person's consent.

It is forbidden to take advantage of ethnic redefinition for profit-seeking purposes or to cause division or harm the unity of the Vietnamese peoples.

Article 30. Right to register birth and death

Individuals from birth have the right to have their birth registered.

The death of an individual must be registered.

Children who are born and live twenty-four hours or more before dying must have their birth and death registered; If you are born and live less than twenty-four hours, you do not have to declare your birth or death, unless your biological father or mother so requests.

Birth and death declaration are regulated by the law on civil status.

Article 31. Right to nationality

Individuals have the right to have a nationality.

Determination, change, admission, renunciation, and return to Vietnamese nationality are regulated by the Vietnamese Nationality Law.

The rights of stateless people residing and living in the territory of Vietnam are guaranteed by law.

Article 32. Individual rights to images

Individuals have the right to their image.

The use of an individual's image must be approved by that person.

Using another person's image for commercial purposes requires compensation to the person with the image, unless the parties agree otherwise.

The use of images in the following cases does not require the consent of the person possessing the image or their legal representative:

a) Images are used for national, ethnic or public interests;

b) Images are used from public activities, including conferences, seminars, sports competitions, art performances and other public activities without damaging the honor, dignity and reputation of the person with the image.

If the image is used in violation of the provisions of this Article, the person with the image has the right to request the Court to issue a decision forcing the violator, relevant agencies, organizations and individuals to recall, destroy, terminate the use of the image, compensate for damage and apply other handling measures according to the provisions of law.

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

Individuals have the right to life, the inviolable right to life and body, and the right to have their health protected by law. No one shall be unlawfully deprived of his life.

When detecting a person suffering from an accident or illness whose life is threatened, the discoverer is responsible or requests other individuals, agencies or organizations with necessary conditions to immediately take him to the nearest medical examination and treatment facility; Medical examination and treatment establishments are responsible for performing medical examination and treatment according to the provisions of law on medical examination and treatment.

Anesthesia, surgery, excision, and transplantation of human tissues and organs; implementing new techniques and methods of medical examination and treatment on the human body; Medical, pharmaceutical, scientific testing or any other form of testing on the human body must be approved by that person and must be performed by a competent organization.

In case the person being tested is a minor, a person who has lost civil act capacity, a person with difficulty in cognition or behavior control or is an unconscious patient, the consent of that person's father, mother, wife, husband, adult child or guardian must be obtained; In cases where there is a risk to the patient's life and cannot wait for the opinions of the above mentioned people, a decision from the competent person of the medical examination and treatment facility must be made.

An autopsy is performed in one of the following cases:

a) Have the consent of that person before death;

b) Have the consent of father, mother, wife, husband, adult child or guardian if there is no consent from that person before death;

c) According to the decision of the head of the medical examination and treatment facility or of the competent state agency in case prescribed by law.

Article 34. Right to protect honor, dignity and reputation

An individual's honor, dignity, and reputation are inviolable and protected by law.

Individuals have the right to request the Court to reject information that adversely affects their honor, dignity, and reputation.

The protection of honor, dignity, and reputation can be carried out after an individual's death at the request of his or her spouse or adult children; In case there are no such people, it shall be at the request of the deceased person's father or mother, unless otherwise prescribed by the relevant law.

Information that adversely affects an individual's honor, dignity, and reputation that is posted on any mass media must be removed and rectified by that mass media. If this information is stored by an agency, organization or individual, it must be destroyed.

In case it is impossible to identify the person who reported the news that adversely affects his or her honor, dignity, and reputation, the person being reported has the right to request the Court to declare that information to be incorrect.

Individuals whose honor, dignity, and reputation are adversely affected by information, in addition to the right to request rejection of that information, also have the right to request the person who provided the information to apologize, make public corrections, and compensate for damages.

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

Individuals have the right to donate their tissues and body organs while they are alive, or to donate their tissues, body parts, or their bodies after death for the purpose of treating others or researching medicine, pharmacy, and other scientific research.

Individuals have the right to receive tissues and body parts from others for their own medical treatment. Medical examination and treatment establishments and legal entities with scientific research authority have the right to receive human body parts and corpses for medical treatment, medical and pharmaceutical testing and other scientific research.

The donation, removal of human tissues and organs, donation and retrieval of corpses must comply with the conditions and be carried out in accordance with the provisions of this Code, the Law on donation, retrieval and transplantation of human tissues and organs and donation, retrieval of corpses and other relevant laws.

Article 36. Right to re-determine gender

Individuals have the right to redefine gender.

Re-determining a person's gender is done in cases where the person's gender is congenitally disabled or has not been accurately determined and requires medical intervention to clearly determine gender.

Gender reassignment is carried out in accordance with the law.

Individuals who have undergone gender reassignment have the right and obligation to register for changes in civil status according to the provisions of law on civil status; have moral rights consistent with the gender that has been re-determined according to the provisions of this Code and other relevant laws.

Article 37. Gender change

Gender reassignment is carried out according to the provisions of law. Individuals who have changed gender have the right and obligation to register for changes in civil status according to the provisions of law on civil status; have moral rights appropriate to the gender that has been converted according to the provisions of this Code and other relevant laws.

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

Private life, personal secrets, and family secrets are inviolable and protected by law.

The collection, storage, use, and disclosure of information related to private life and personal secrets must be approved by that person; the collection, storage, use, and disclosure of information related to family secrets must be agreed by family members, unless otherwise prescribed by law.

Mail, telephone calls, telegrams, electronic databases and other forms of private information exchange of individuals are guaranteed to be safe and confidential.

The opening, control, and seizure of other people's correspondence, telephone calls, telegrams, electronic databases, and other forms of private information exchange may only be carried out in cases prescribed by law.

The parties to the contract are not allowed to disclose information about each other's private life, personal secrets, or family secrets that they learned during the process of establishing and implementing the contract, unless otherwise agreed.

Article 39. Personal rights in marriage and family

Individuals have the right to marry, divorce, the equal rights of husband and wife, the right to determine father, mother, and children, the right to adopt, the right to foster children, and other personal rights in marital relationships, parent-child relationships, and relationships between family members.

Children born regardless of their parents' marital status have the same rights and obligations towards their parents.

Individuals exercise their personal rights in marriage and family according to the provisions of this Code, the Law on Marriage and Family and other relevant laws.

Section 3. PLACE OF RESIDENCE

Article 40. Individual's place of residence

An individual's place of residence is the place where he or she regularly lives.

In case the individual's place of residence cannot be determined according to the provisions of Clause 1 of this Article, the individual's place of residence is the place where he or she currently lives.

In case one party in a civil relationship changes its place of residence in connection with the exercise of rights and obligations, it must notify the other party of the new place of residence.

Article 41. Place of residence of minors

The place of residence of a minor is the place of residence of the father and mother; If the father and mother have different places of residence, the minor's place of residence is the place of residence of the father or mother with whom the minor regularly lives.

A minor may have a place of residence different from the place of residence of his or her parents if the parents agree or so provided by law.

Article 42. Place of residence of the ward

The ward's place of residence is the guardian's place of residence.

The ward may have a place of residence different from the guardian's place of residence if the guardian agrees or so prescribed by law.

Article 43. Place of residence of husband and wife

The place of residence of husband and wife is the place where husband and wife regularly live together.

Husband and wife can have different places of residence if agreed.

Article 44. Residence of military personnel

The place of residence of a soldier performing military service is the place where that soldier's unit is stationed.

The place of residence of military officers, professional soldiers, workers, and defense officials is the place where that person's unit is stationed, unless they have a place of residence as prescribed in Clause 1, Article 40 of this Code.

Article 45. Place of residence of mobile workers

The place of residence of a person working in a mobile profession on a ship, boat, or other mobile professional vehicle is the place where that ship, boat, or vehicle is registered, unless they have a place of residence as prescribed in Clause 1, Article 40 of this Code.

Section 4. GUARDIANSHIP

Article 46. Guardianship

Guardianship is an individual or legal entity prescribed by law, appointed by the People's Committee of the commune, appointed by the Court or specified in Clause 2, Article 48 of this Code (hereinafter referred to as guardian) to take care of and protect the legitimate rights and interests of minors, people who have lost civil act capacity, people with difficulties in cognition and behavior control (hereinafter collectively referred to as wards).

In case of guardianship of a person with difficulty in cognition and behavior control, the consent of that person must be obtained if they have the capacity to express their will at the time of request.

Guardianship must be registered at a competent state agency in accordance with the law on civil status.

A natural guardian who does not register for guardianship must still perform the obligations of a guardian.

Article 47. Warded person

Guardians include:

a) A minor who no longer has a father or mother or whose father or mother cannot be identified;

b) The minor has a father and mother but both parents have lost their civil act capacity; Both parents have difficulties in cognition and behavior control; Both parents have limited civil capacity; Both parents have their rights to the child declared limited by the Court; Neither father nor mother has the conditions to care for and educate the child and requires a guardian;

c) People who have lost civil act capacity;

d) People with difficulty in cognition and behavior control.

A person can only have one guardian, except in cases where father and mother jointly guardianship a child or grandparents jointly guardianship a grandchild.

Article 48. Guardian

Individuals and legal entities that meet the conditions prescribed in this Code may act as guardians.

In case a person with full civil act capacity chooses a guardian for themselves, when they are in a situation where they need guardianship, the individual or legal entity can be chosen as the guardian if this person agrees. The selection of a guardian must be made in writing and notarized or authenticated.

An individual or legal entity can guardian many people.

Article 49. Conditions of individuals acting as guardians

Individuals who meet the following conditions can act as guardians:

Have full civil act capacity.

Have good moral character and necessary conditions to exercise the rights and obligations of a guardian.

Not a person who is being prosecuted for criminal liability or a person who has been convicted but has not had his/her criminal record erased for one of the crimes of intentionally violating the life, health, honor, dignity, or property of another person.

Not a person whose rights to a minor child have been declared limited by the Court.

Article 50. Conditions of legal entity acting as guardian

A legal entity that meets the following conditions can act as a guardian:

Have civil legal capacity suitable for guardianship.

There are necessary conditions to exercise the rights and obligations of the guardian.

Article 51. Supervision of guardianship

The ward's relatives agree to appoint a guardian supervisor from among the relatives or choose another individual or legal entity to be the guardian supervisor.

The appointment or selection of a guardian supervisor must be approved by that person. In case of supervision of guardianship related to property management of the ward, the supervisor must register at the commune-level People's Committee of the place of residence of the ward.

Relatives of the ward are the ward's wife, husband, father, mother, and children; If there is none of these people, the ward's relatives are the ward's grandparents, grandparents, biological brothers, younger siblings; If there is none of these people, then the ward's relatives are the ward's paternal uncle, paternal uncle, paternal aunt, paternal aunt.

In case there are no relatives of the ward or the relatives cannot appoint or select a person to supervise the guardianship as prescribed in Clause 1 of this Article, the People's Committee of the commune where the guardian resides shall appoint an individual or legal entity to supervise the guardianship. In case there is a dispute over the appointment or selection of a guardian supervisor, the Court will decide.

The person supervising the guardianship must be a person with full civil act capacity if it is an individual, and have civil legal capacity suitable for supervision if it is a legal entity; have the necessary conditions to carry out supervision.

The guardianship supervisor has the following rights and obligations:

a) Monitor and check the guardian in the implementation of guardianship;

b) Consider and promptly give written opinions on the establishment and implementation of civil transactions specified in Article 59 of this Code;

c) Request the competent state agency in charge of guardianship to consider changing or terminating the guardianship and supervise the guardianship.

Article 52. Natural guardian of a minor

The natural guardian of a minor specified in Points a and b, Clause 1, Article 47 of this Code is determined in the following order:

A biological brother is the eldest brother or a biological sister is the eldest sister who is the guardian; If the eldest brother or sister is not qualified to be a guardian, the next biological brother or sister will be the guardian, unless there is an agreement that another biological brother or sister will be the guardian.

In case there is no guardian specified in Clause 1 of this Article, the grandfather, grandmother, maternal grandfather, maternal grandmother are the guardians or these people agree to appoint one or more of them as the guardian.

In case there is no guardian as prescribed in Clauses 1 and 2 of this Article, the paternal uncle, paternal uncle, maternal uncle, paternal aunt or maternal aunt will be the guardian.

Article 53. Natural guardian of a person who has lost civil act capacity

In case there is no guardian as prescribed in Clause 2, Article 48 of this Code, the natural guardian of the person who has lost civil act capacity is determined as follows:

In case the wife has lost civil act capacity, the husband is the guardian; If the husband is legally incapacitated, the wife is the guardian.

In cases where both parents have lost civil act capacity or one has lost civil act capacity and the other is not qualified to be a guardian, the eldest child will be the guardian; If the eldest child is not qualified to be a guardian, the next child who is qualified to be a guardian will be the guardian.

In cases where an adult who has lost his or her civil act capacity does not have a wife, husband, or children, or has a wife, husband, and children who are not qualified to be a guardian, the father or mother will be the guardian.

Article 54. Appointment and appointment of guardian

In cases where a minor or a person who has lost civil act capacity does not have a natural guardian as prescribed in Articles 52 and 53 of this Code, the Commune People's Committee of the place of residence of the ward is responsible for appointing a guardian.

In case there is a dispute between guardians specified in Articles 52 and 53 of this Code regarding the guardian or a dispute over the appointment of a guardian, the Court shall appoint the guardian.

In case of appointing or appointing a guardian for a minor aged six years or older, this person's wishes must be considered.

The appointment of a guardian must be approved by the person appointed as guardian.

The appointment of a guardian must be made in writing, clearly stating the reason for appointing the guardian, the specific rights and obligations of the guardian, and the property status of the ward.

Except for the application of Clause 2, Article 48 of this Code, the guardian of a person with difficulty in cognition and behavior control shall be appointed by the Court from among the guardians specified in Article 53 of this Code. In case there is no guardian as prescribed above, the Court shall appoint a guardian or request a legal entity to perform the guardianship.

Article 55. Obligations of guardians towards wards who are under fifteen years old

Care and education of the ward.

Representing the ward in civil transactions, except in cases where the law stipulates that people under fifteen years old can establish and perform civil transactions on their own.

Manage the assets of the ward.

Protect the legal rights and interests of the ward.

Article 56. Obligations of guardians towards wards from full fifteen years old to under eighteen years old

Representing the ward in civil transactions, except in cases where the law stipulates that people from fifteen to eighteen years old can establish and perform civil transactions on their own.

Manage the assets of the ward, unless otherwise prescribed by law.

Protect the legal rights and interests of the ward.

Article 57. Obligations of guardians towards wards who have lost civil act capacity or have difficulties in cognition and behavior control

The guardian of a person who has lost civil act capacity has the following obligations:

a) Take care and ensure medical treatment for the ward;

b) Representing the ward in civil transactions;

c) Manage the assets of the ward;

d) Protect the legal rights and interests of the ward.

The guardian of a person with difficulty in cognition and behavior control has obligations according to the Court's decision among the obligations specified in Clause 1 of this Article.

Article 58. Rights of guardians

Guardians of minors or persons who have lost civil act capacity have the following rights:

a) Use the ward's property to care for and pay for the ward's essential needs;

b) Be paid reasonable expenses for managing the ward's assets;

c) Represent the ward in establishing and performing civil transactions and exercising other rights according to the provisions of law to protect the legal rights and interests of the ward.

The guardian of a person with difficulty in cognition and behavior control has rights according to the Court's decision among the rights specified in Clause 1 of this Article.

Article 59. Management of ward's assets

The guardian of a minor or person who has lost civil act capacity is responsible for managing the ward's property as if it were his or her own property; to carry out civil transactions related to the ward's property for the ward's benefit.

The sale, exchange, lease, lending, lending, mortgage, mortgage, deposit and other civil transactions of the ward's valuable assets must be approved by the guardianship supervisor.

The guardian is not allowed to give the ward's property to another person. Civil transactions between the guardian and the ward related to the ward's property are void, unless the transaction is carried out for the benefit of the ward and with the consent of the person supervising the guardianship.

The guardian of a person with difficulty in cognition and behavior control may manage the ward's assets according to the Court's decision within the scope specified in Clause 1 of this Article.

Article 60. Changing guardian

The guardian is changed in the following cases:

a) The guardian no longer meets the conditions specified in Article 49 and Article 50 of this Code;

b) The guardian is an individual who dies or is declared by the Court to have limited civil act capacity, has difficulty in cognition and behavior control, has lost civil act capacity, or is missing; The legal entity acting as guardian ceases to exist;

c) The guardian seriously violates the guardianship obligation;

d) The guardian requests to change and have someone else accept the guardianship.

In case of changing the natural guardian, the people specified in Article 52 and Article 53 of this Code are the natural guardians; If there is no natural guardian, the appointment of a guardian shall be carried out in accordance with the provisions of Article 54 of this Code.

Procedures for changing the guardian are carried out in accordance with the law on civil status.

Article 61. Transfer of guardianship

When changing the guardian, within 15 days from the date of the new guardian, the person who performed the guardianship must transfer the guardianship to his or her replacement.

The transfer of guardianship must be made in writing, clearly stating the reason for the transfer and the status of the ward's assets and other related issues at the time of transfer. The agency appoints or appoints the guardian or guardianship supervisor to witness the transfer of guardianship.

In case of changing the guardian as prescribed in Clause 1, Article 60 of this Code, the agency appointing or appointing the guardian shall make a record, clearly stating the status of assets, other relevant issues of the ward, rights and obligations arising during the implementation of the guardianship to transfer to the new guardian in the presence of the person supervising the guardianship.

Article 62. Termination of guardianship

Guardianship terminates in the following cases:

a) The ward has full civil capacity;

b) The ward dies;

c) The ward's parents are minors and have enough conditions to exercise their rights and obligations;

d) The ward is adopted.

Procedures for terminating guardianship comply with the provisions of law on civil status.

Article 63. Consequences of termination of guardianship

In case the ward has full civil act capacity, within 15 days from the date of termination of the guardianship, the guardian shall settle assets with the ward, transfer rights and obligations arising from civil transactions for the benefit of the ward to the ward.

In case the ward dies, within 03 months from the date of termination of the guardianship, the guardian shall pay the assets to the heir or hand over the assets to the estate manager of the ward, transfer rights and obligations arising from civil transactions for the benefit of the ward to the ward's heirs; If at the end of that time limit the heir has not been identified, the guardian will continue to manage the property of the ward until the property is resolved in accordance with the law on inheritance and notify the People's Committee of the commune where the ward resides.

In case of termination of guardianship as prescribed in Points c and d, Clause 1, Article 62 of this Code, within 15 days from the date of termination of guardianship, the guardian shall pay the assets and transfer the rights and obligations arising from civil transactions for the benefit of the ward to the ward's father or mother.

The payment of assets and transfer of rights and obligations specified in this Article shall be made in writing with the supervision of the guardianship supervisor.

Section 5. NOTICE OF SEARCH FOR PERSONS ABSENT AT RESIDENCE, DECLARATION OF MISSING, DECLARATION OF DEATH

Article 64. Request notice to search for a person absent from his/her place of residence and manage that person's assets

When a person is missing for 6 consecutive months or more, people with related rights and interests have the right to request the Court to notify the search for the person absent from the place of residence in accordance with the provisions of the law on civil procedures and can request the Court to apply measures to manage the assets of the person absent from the place of residence specified in Article 65 of this Code.

Article 65. Management of assets of people absent from their place of residence

At the request of the person with related rights and interests, the Court shall hand over the property of the person absent from the place of residence to the following person for management:

a) For assets that have been authorized to be managed by an absent person, the authorized person will continue to manage;

b) For common property, it is managed by the remaining joint owner;

c) For assets currently managed by the spouse, the spouse continues to manage; If the spouse dies or loses civil act capacity, has difficulty in cognition and behavior control, or has limited civil act capacity, the adult child or the absent parent will manage it.

In case there are no people specified in Clause 1 of this Article, the Court shall appoint one of the relatives of the absent person at the place of residence to manage the property; If there are no relatives, the Court will appoint someone else to manage the property.

Article 66. Obligations of the property manager of the person absent from the place of residence

Preserve and preserve the absent person's property as if it were your own property.

Immediately sell assets that are crops and other products that are at risk of being damaged.

Fulfill alimony obligations, pay due debts, and other financial obligations of the absent person using that person's assets according to the Court's decision.

Return the property to the absent person when he or she returns and must notify the Court; If there is an error in property management that causes damage, compensation must be made.

Article 67. Rights of the person managing the property of a person absent from the place of residence

Manage assets of absent people.

Deduct a portion of the absent person's assets to fulfill alimony obligations, due debt payment obligations, and other financial obligations of the absent person.

Be paid for necessary expenses in managing the absent person's assets.

Article 68. Declaration of disappearance

When a person has been missing for 2 consecutive years or more, despite fully applying notification and search measures according to the provisions of civil procedure law, but there is still no accurate information about whether that person is alive or dead, at the request of a person with related rights and interests, the Court may declare that person missing.

The 2-year period is calculated from the date of last information about that person; If the date of last news cannot be determined, this time limit is calculated from the first day of the month following the month of last news; If the date and month of the last news cannot be determined, this time limit is calculated from the first day of the year following the year of the last news.

In case the spouse of the person declared missing requests a divorce, the Court will grant the divorce according to the provisions of law on marriage and family.

The Court's decision declaring a person missing must be sent to the Commune-level People's Committee of the last residence of the person declared missing for note in accordance with the provisions of the law on civil status.

Article 69. Management of assets of people declared missing

The person who is managing the property of the person absent from the place of residence specified in Article 65 of this Code continues to manage that person's property when that person is declared missing by the Court and has the rights and obligations specified in Article 66 and Article 67 of this Code.

In case the Court grants a divorce to the spouse of the person declared missing, the assets of the missing person will be handed over to the adult children or the missing person's parents to manage; If there are no such people, the management will be assigned to relatives of the missing person; If there are no relatives, the Court will appoint someone else to manage the property.

Article 70. Cancellation of decision to declare missing

When the person declared missing returns or there is authentic information that that person is still alive, at the request of that person or of a person with related rights and interests, the Court will issue a decision to cancel the decision to declare that person missing.

A person declared missing who returns will receive back the property transferred by the property manager after paying management fees.

In case the spouse of the person declared missing has been divorced, even if the person declared missing returns or there is authentic information that he or she is still alive, the divorce decision will still have legal effect.

The Court's decision to annul the decision to declare a person missing must be sent to the commune-level People's Committee of the place of residence of the person declared missing for note in accordance with the provisions of the law on civil status.

Article 71. Declaration of death

People with related rights and interests can request the Court to issue a decision declaring a person dead in the following cases:

a) After 3 years from the date the Court's decision to declare her missing takes legal effect, there is still no confirmation that she is still alive;

b) Disappeared during the war after 05 years from the date the war ended but there is still no confirmed news that he is still alive;

c) Suffering an accident, disaster or natural disaster and after 02 years from the date the accident or disaster or natural disaster ended, there is still no confirmed information that he or she is still alive, unless otherwise prescribed by law;

d) Been missing for 5 consecutive years or more and there is no confirmed information that they are still alive; This time limit is calculated according to the provisions of Clause 1, Article 68 of this Code.

Based on the cases specified in Clause 1 of this Article, the Court determines the date of death of the person declared dead.

The Court's decision declaring a person dead must be sent to the commune-level People's Committee of the place of residence of the person declared dead for recording according to the provisions of the law on civil status.

Article 72. Personal relations and property relations of a person declared dead by the Court

When the Court's decision declaring a person dead has legal effect, that person's marital, family and other personal relationships are resolved as if they were a deceased person.

Property relations of a person declared dead by the Court are resolved as if they were a deceased person; That person's assets are resolved according to the provisions of law on inheritance.

Article 73. Cancellation of decision declaring death

When a person who has been declared dead returns or there is authentic information that that person is still alive, at the request of that person or of a person with related rights and interests, the Court shall issue a decision to annul the decision to declare that person as dead.

The personal relations of a person declared dead are restored when the Court issues a decision to annul the decision declaring that person dead, except in the following cases:

a) The spouse of the person declared dead has been granted a divorce by the Court according to the provisions of Clause 2, Article 68 of this Code, then the divorce decision is still legally valid;

b) If the spouse of the person declared dead is married to another person, that marriage is still legally valid.

A person who is declared dead but is still alive has the right to request those who received the inheritance to return the remaining property and property value.

In case the heir of a person declared dead knows that this person is still alive and deliberately conceals it in order to enjoy the inheritance, that person must return all assets received, including yields and profits; If damage is caused, compensation must be made.

Property relations between husband and wife are resolved according to the provisions of this Code and the Law on Marriage and Family.

The Court's decision to annul the decision to declare a person dead must be sent to the commune-level People's Committee of the place of residence of the person declared dead for note according to the provisions of the law on civil status.

Article 74. Legal entities

An organization is recognized as a legal entity when it meets all of the following conditions:

a) Established according to the provisions of this Code and other relevant laws;

b) Have an organizational structure as prescribed in Article 83 of this Code;

c) Have assets independent of other individuals or legal entities and are responsible for their own assets;

d) Participate in legal relations independently on your own behalf.

All individuals and legal entities have the right to establish legal entities, unless otherwise provided by law.

Article 75. Commercial legal entities

A commercial legal entity is a legal entity whose main goal is to earn profits and the profits are divided among its members.

Commercial legal entities include businesses and other economic organizations.

The establishment, operation and termination of commercial legal entities are carried out in accordance with the provisions of this Code, the Enterprise Law and other relevant laws.

Article 76. Non-commercial legal entities

A non-commercial legal entity is a legal entity whose main goal is not to seek profit; If there are profits, they are not distributed to members.

Non-commercial legal entities include state agencies, people's armed units, political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations, social funds, charity funds, social enterprises and other non-commercial organizations.

The establishment, operation and termination of non-commercial legal entities are carried out in accordance with the provisions of this Code, laws on state apparatus organization and other relevant laws.

Article 77. Charter of legal entities

A legal entity must have a charter in cases where it is required by law.

The charter of a legal entity has the following main contents:

a) Name of the legal entity;

b) Purpose and scope of operation of the legal entity;

c) Head office; branches, representative offices, if any;

d) Charter capital, if any;

d) Legal representative of the legal entity;

e) Organizational structure; procedures for appointing, electing, appointing, dismissing, dismissing, duties and powers of positions of the executive agency and other agencies;

g) Conditions for becoming a member or no longer being a member of a legal entity, if it is a legal entity with members;

h) Rights and obligations of members, if it is a legal entity with members;

i) Procedure for approving decisions of legal entities; principles of internal dispute resolution;

k) Procedures for amending and supplementing the charter;

l) Conditions for consolidation, merger, division, separation, form conversion, and dissolution of legal entities.

Article 78. Name of legal entity

The legal entity must have a name in Vietnamese.

The name of the legal entity must clearly show the type of organization of the legal entity and distinguish it from other legal entities in the same field of operation.

Legal entities must use their names in civil transactions.

The name of the legal entity is recognized and protected by law.

Article 79. Headquarters of legal entities

The headquarters of a legal entity is the place where the executive agency of the legal entity is located. In case of change of headquarters, the legal entity must publicly announce it.

The contact address of a legal entity is the address of the legal entity's headquarters. Legal entities may choose another location as their contact address.

Article 80. Nationality of legal entities

A legal entity established under Vietnamese law is a Vietnamese legal entity.

Article 81. Assets of legal entities

Assets of a legal entity include capital contributions of owners, founders, members of the legal entity and other assets over which the legal entity has established ownership rights according to the provisions of this Code and other relevant laws.

Article 82. Establishment and registration of legal entities

Legal entities are established on the initiative of individuals, legal entities or by decision of competent state agencies.

Legal entity registration includes establishment registration, change registration and other registration according to the provisions of law.

The registration of legal entities must be publicly announced.

Article 83. Organizational structure of legal entities

Legal entities must have an executive agency. The organization, duties and powers of the executive body of a legal entity are specified in the charter of the legal entity or in the decision to establish the legal entity.

The legal entity has other agencies according to the decision of the legal entity or according to the provisions of law.

Article 84. Branches and representative offices of legal entities

Branches and representative offices are dependent units of legal entities, not legal entities.

The branch is responsible for performing all or part of the functions of the legal entity.

Representative offices have the responsibility to represent within the scope assigned by the legal entity and protect the interests of the legal entity.

The establishment and termination of branches and representative offices of legal entities must be registered according to the provisions of law and announced publicly.

The head of a branch or representative office performs tasks authorized by the legal entity within the scope and time limit of authorization.

Legal entities have civil rights and obligations arising from civil transactions established and performed by branches and representative offices.

Article 85. Representation of legal entities

The representative of a legal entity can be a legal representative or an authorized representative. The representative of a legal entity must comply with the regulations on representation in Chapter IX of this Part.

Article 86. Civil legal capacity of legal entities

The civil legal capacity of a legal entity is the legal entity's ability to have civil rights and obligations. The civil legal capacity of a legal entity is not limited, unless this Code and other relevant laws provide otherwise.

The civil legal capacity of a legal entity arises from the time it is established or permitted to be established by a competent state agency; If a legal entity must register its operations, the legal entity's civil legal capacity arises from the time it is recorded in the registration book.

The civil legal capacity of a legal entity terminates from the time the legal entity terminates.

Article 87. Civil liability of legal entities

Legal entities must bear civil responsibility for the implementation of civil rights and obligations established and performed by their representatives on behalf of the legal entity.

Legal entities are civilly responsible for obligations established and performed by the founder or the founder's representative to establish and register the legal entity, unless otherwise agreed or otherwise provided by law.

Legal entities bear civil liability with their assets; shall not be responsible on behalf of a person of a legal entity for civil obligations established or performed by a person of a legal entity not on behalf of the legal entity, unless otherwise prescribed by law.

Persons of legal entities are not civilly responsible on behalf of the legal entity for civil obligations established and performed by the legal entity, unless otherwise provided by law.

Article 88. Consolidation of legal entities

Legal entities can merge into a new legal entity.

After consolidation, the old legal entities cease to exist from the moment the new legal entity is established; The civil rights and obligations of the old legal entity are transferred to the new legal entity.

Article 89. Merger of legal entities

A legal entity can be merged (hereinafter referred to as the merged legal entity) into another legal entity (hereinafter referred to as the merged legal entity).

After the merger, the merged legal entity ceases to exist; The civil rights and obligations of the merged legal entity are transferred to the merged legal entity.

Article 90. Division of legal entities

A legal entity can be divided into many legal entities.

After division, the divided legal entity ceases to exist; The civil rights and obligations of the divided legal entity are transferred to the new legal entities.

Article 91. Separation of legal entities

A legal entity can be divided into many legal entities.

After separation, the separated legal entity and the separated legal entity shall exercise their civil rights and obligations in accordance with their operational purposes.

Article 92. Conversion of legal entity form

A legal entity can be converted into another legal entity.

After converting the form, the converted legal entity ceases to exist from the time the converted legal entity is established; The converting legal entity inherits the civil rights and obligations of the converted legal entity.

Article 93. Dissolution of legal entities

A legal entity is dissolved in the following cases:

a) According to the provisions of the charter;

b) According to the decision of a competent state agency;

c) Expiration of the operating term stated in the charter or in the decision of a competent state agency;

d) Other cases as prescribed by law.

Before dissolution, the legal entity must fully fulfill its property obligations.

Article 94. Payment of assets of dissolved legal entities

The assets of the dissolved legal entity are paid in the following order:

a) Expenses for dissolution of legal entities;

b) Salary debts, severance pay, social insurance, health insurance for employees according to the provisions of law and other benefits of employees according to the collective labor agreement and signed labor contract;

c) Tax debt and other debts.

After all costs for dissolution of the legal entity and debts have been paid, the remainder belongs to the owner of the legal entity and capital contributing members, except in the case specified in Clause 3 of this Article or otherwise provided by law.

In case the social fund or charity fund has paid all dissolution costs and debts specified in Clause 1 of this Article, the remaining assets are transferred to another fund with the same operating purpose.

In case there is no other fund with the same operational purpose to receive transferred assets or the fund is dissolved due to activities that violate prohibitions of the law or are contrary to social ethics, the assets of the dissolved fund belong to the State.

Article 95. Bankruptcy of legal entities

The bankruptcy of a legal entity is carried out in accordance with the provisions of law on bankruptcy.

Article 96. Termination of legal entity existence

A legal entity ceases to exist in the following cases:

a) Consolidation, merger, division, conversion of form, dissolution of legal entities according to the provisions of Articles 88, 89, 90, 92 and 93 of this Code;

b) Being declared bankrupt according to the provisions of bankruptcy law.

A legal entity ceases to exist from the time its name is deleted from the legal entity registration book or from the time determined in the decision of a competent state agency.

When a legal entity ceases to exist, its assets are resolved according to the provisions of this Code and other relevant laws.

Article 97. State of the Socialist Republic of Vietnam, central and local state agencies in civil relations

The State of the Socialist Republic of Vietnam and state agencies at the Central and local levels, when participating in civil relations, are equal with other subjects and bear civil liability according to the provisions of Article 99 and Article 100 of this Code.

Article 98. Representatives participating in civil relations

Representing the State of the Socialist Republic of Vietnam, central and local state agencies to participate in civil relations is carried out in accordance with the provisions of law on the functions, tasks, powers and organizational apparatus of state agencies. Representation through other individuals or legal entities can only be carried out in cases and according to the order and procedures prescribed by law.

Article 99. Responsibility for civil obligations

The State of the Socialist Republic of Vietnam and state agencies at the Central and local levels are responsible for their civil obligations with the property of which they are the representative owner and unified management, except in cases where the property has been transferred to a legal entity as prescribed in Clause 2 of this Article.

Legal entities established by the State of the Socialist Republic of Vietnam, central or local state agencies are not responsible for obligations arising from civil relations of the State of the Socialist Republic of Vietnam, central or local state agencies.

The State of the Socialist Republic of Vietnam, central and local state agencies are not responsible for the civil obligations of legal entities established by them, including state-owned enterprises, except in cases where the State of the Socialist Republic of Vietnam, central or local state agencies guarantee the civil obligations of this legal entity according to the provisions of law.

Central and local state agencies are not responsible for the civil obligations of the State of the Socialist Republic of Vietnam or other central or local state agencies, unless otherwise prescribed by relevant laws.

Article 100. Responsibility for civil obligations of the State of the Socialist Republic of Vietnam, central and local state agencies in civil relations with a foreign state, legal entity or individual on the one hand

The State of the Socialist Republic of Vietnam, central and local state agencies are responsible for the civil obligations they establish with foreign states, legal entities and individuals in the following cases:

a) International treaties to which the Socialist Republic of Vietnam is a member contain provisions on waiving the right to immunity;

b) The parties in the civil relationship have agreed to waive their right to immunity;

c) The State of the Socialist Republic of Vietnam, central and local state agencies waive their right to immunity.

Responsibility for civil obligations of foreign states and state agencies when participating in civil relations with the State of the Socialist Republic of Vietnam, central and local state agencies, Vietnamese legal entities and individuals is applied similarly to Clause 1 of this Article.

Article 101. Subjects in civil relations with the participation of households, cooperative groups, and other organizations without legal status

In case a household, cooperative group, or other organization without legal status participates in civil relations, members of the household, cooperative group, or other organization without legal status are the subjects participating in establishing and performing civil transactions or authorizing representatives to participate in establishing and performing civil transactions. Authorization must be made in writing, unless otherwise agreed. When there is a change of representative, the party participating in the civil relationship must be notified.

In case a member of a household, cooperative group, or other organization without legal status participates in civil relations and is not authorized by other members to act as representative, that member is the subject of the civil relations established and performed by him/her.

Determining the subject of civil relations with the participation of land-using households is carried out in accordance with the provisions of the Land Law.

Article 102. Common property of household members, cooperative groups, and other organizations without legal status

The determination of common property of household members, rights and obligations regarding this property is determined according to the provisions of Article 212 of this Code.

The determination of common property of cooperative group members, rights and obligations regarding this property is determined according to the provisions of Article 506 of this Code.

Determining common property of members of other organizations without legal status, rights and obligations regarding this property are determined according to the agreement of the members, unless otherwise prescribed by law.

Article 103. Civil liability of members of households, cooperative groups, and other organizations without legal status

Civil obligations arising from participation in civil relations of households, cooperative groups, and other organizations without legal status are guaranteed to be performed by the common assets of the members.

In case the members do not have or do not have enough common assets to perform common obligations, the person with rights may request the members to perform the obligations as prescribed in Article 288 of this Code.

In case the parties do not have an agreement, a cooperation contract or the law does not provide otherwise, the members shall bear the civil liability specified in Clauses 1 and 2 of this Article according to the portion corresponding to their property contribution. If it cannot be determined according to the corresponding portion, then it shall be determined according to the equal portion.

Article 104. Legal consequences for civil transactions established and performed by members without representation rights or beyond the scope of representation

In case a member does not have the right to represent but establishes and performs civil transactions on behalf of other members of the household, cooperative group, or other organization without legal status or the representative establishes and performs beyond the scope of representation, the legal consequences of the transaction shall apply according to the provisions of Articles 130, 142 and 143 of this Code.

A civil transaction established or performed by a party without the right to represent or beyond the scope of representation that causes damage to another member of the household, cooperative group, other organization without legal status or a third person must compensate the damaged person.

Article 105. Property

Assets are objects, money, valuable papers and property rights.

Assets include real estate and movable property. Real estate and movable property can be existing assets and assets formed in the future.

Article 106. Property registration

Ownership and other rights to real estate assets are registered in accordance with the provisions of this Code and the law on property registration.

Ownership and other rights to movable property do not have to be registered, unless otherwise prescribed by the law on property registration.

Property registration must be public.

Article 107. Real estate and movable property

Real estate includes:

a) Land;

b) Houses and constructions attached to land;

c) Other assets attached to land, houses, construction works;

d) Other assets as prescribed by law.

Movable assets are assets that are not real estate.

Article 108. Existing assets and assets formed in the future

Existing assets are assets that have been created and the subject has established ownership and other rights to the assets before or at the time of establishing the transaction.

Assets formed in the future include:

a) Assets that have not yet been formed;

b) The asset has been formed but the subject establishes ownership of the asset after the transaction is established.

Article 109. Yields and profits

Yields are natural products that property brings.

Yield is the profit earned from exploiting assets.

Article 110. Main objects and auxiliary objects

The main object is an independent object that can be used according to its functions.

A secondary object is an object that directly serves the exploitation of the main object's uses, is a part of the main object, but can be separated from the main object.

When performing the obligation to transfer the main object, the auxiliary object must also be transferred, unless otherwise agreed.

Article 111. Divisible objects and indivisible objects

A divisible object is an object that, when divided, still retains its original properties and usability.

An indivisible object is an object that, when divided, cannot retain its original properties and usability.

When it is necessary to divide an indivisible object, it must be valued in money to divide.

Article 112. Consumables and non-consumables

A consumable object is an object that, after being used once, loses or cannot retain its original properties, shape and usability.

Consumables cannot be the subject of a rental or loan agreement.

A non-consumable object is an object that has been used many times but still basically retains its original properties, shape and usability.

Article 113. Objects of the same kind and specific objects

Objects of the same type are objects that have the same shape, properties, and uses and can be determined by units of measurement.

Objects of the same type with the same quality can be substituted for each other.

A distinctive object is an object that can be distinguished from other objects by its unique characteristics of symbol, shape, color, material, properties, and location.

When performing the obligation to transfer a specific object, the exact object must be delivered.

Article 114. Synchronous objects

A complete object is an object consisting of parts or parts that fit together and are related to each other to form a whole. If one of the parts or parts is missing or there is a part or part that is not of the correct specification or type, it cannot be used or the use value of that object is reduced.

When performing the obligation to transfer a complete object, all parts or component parts must be transferred, unless otherwise agreed.

Article 115. Property rights

Property rights are rights that can be valued in money, including property rights to intellectual property rights, land use rights and other property rights.

Article 116. Civil transactions

A civil transaction is a contract or unilateral legal act that creates, changes or terminates civil rights and obligations.

Article 117. Conditions for validity of civil transactions

A civil transaction is valid when all of the following conditions are met:

a) The subject has civil legal capacity and civil act capacity appropriate to the established civil transaction;

b) Subjects participating in civil transactions are completely voluntary;

c) The purpose and content of the civil transaction do not violate prohibitions of the law or violate social ethics.

The form of a civil transaction is the condition for the validity of the civil transaction in cases where it is prescribed by law.

Article 118. Purpose of civil transactions

The purpose of a civil transaction is the benefit that the subject wishes to achieve when establishing that transaction.

Article 119. Forms of civil transactions

Civil transactions are expressed verbally, in writing or by specific acts.

Civil transactions through electronic means in the form of data messages according to the provisions of law on electronic transactions are considered written transactions.

In cases where the law stipulates that civil transactions must be expressed in documents that are notarized, authenticated, or registered, those regulations must be complied with.

Article 120. Conditional civil transactions

In case the parties have an agreement on the conditions that arise or cancel a civil transaction, when that condition occurs, the civil transaction arises or is canceled.

In case the condition giving rise to or canceling a civil transaction cannot occur due to direct or indirect intentional acts of obstruction by one party, that condition is considered to have occurred; In case there is a direct or indirect impact of a party intentionally promoting a condition to occur, that condition will be considered as not occurring.

Article 121. Interpretation of civil transactions

For civil transactions whose content is unclear, difficult to understand, understood in many different meanings and does not fall under the provisions of Clause 2 of this Article, the interpretation of that civil transaction shall be carried out in the following order:

a) According to the true will of the parties when establishing the transaction;

b) In the sense of being suitable for the purpose of the transaction;

c) According to customs where the transaction is established.

The interpretation of the contract is carried out according to the provisions of Article 404 of this Code; The interpretation of the will's contents is carried out in accordance with the provisions of Article 648 of this Code.

Article 122. Invalid civil transactions

A civil transaction that does not have one of the conditions specified in Article 117 of this Code is void, unless otherwise prescribed by this Code.

Article 123. Civil transactions are invalid due to violating legal prohibitions or violating social ethics

A civil transaction whose purpose or content violates prohibitions of the law or is contrary to social ethics is void.

Prohibitions of law are provisions of the law that do not allow subjects to perform certain acts.

Social ethics are common standards of behavior in social life, recognized and respected by the community.

Article 124. Civil transactions are invalid due to fraud

When the parties artificially establish a civil transaction to conceal another civil transaction, the sham civil transaction is invalid, while the concealed civil transaction is still valid, unless that transaction is also invalid according to the provisions of this Code or other relevant laws.

In case a fake civil transaction is established to avoid obligations to a third person, that civil transaction is invalid.

Article 125. Invalid civil transactions established and performed by minors, people who have lost civil act capacity, people with difficulty in cognition and behavior control, and people with limited civil act capacity

When a civil transaction is established or performed by a minor, a person who has lost the capacity for civil acts, a person with difficulty in cognition or behavior control, or a person with limited capacity for civil acts, at the request of that person's representative, the Court shall declare that transaction invalid if according to the provisions of law this transaction must be established, performed or agreed to by their representative, except for the case specified in Clause 2 of this Article.

Civil transactions of the person specified in Clause 1 of this Article are not invalid in the following cases:

a) Civil transactions of people under six years old or people who have lost civil act capacity to meet that person's essential daily needs;

b) Civil transactions only give rise to rights or only exempt from obligations for minors, people who have lost civil act capacity, people with difficulties in cognition and behavior control, people with limited civil act capacity and the person who has established and performed the transaction with them;

c) The civil transaction is recognized by the person who established the transaction to be effective after reaching adulthood or after restoring civil act capacity.

Article 126. Civil transactions are invalid due to confusion

In case a civil transaction is established with an error that causes one party or parties to fail to achieve the purpose of establishing the transaction, the mistaken party has the right to request the Court to declare the civil transaction invalid, except for the case specified in Clause 2 of this Article.

A civil transaction established with confusion is not invalid in cases where the parties' purpose of establishing the civil transaction has been achieved or the parties can immediately overcome the confusion so that the purpose of establishing the civil transaction is still achieved.

Article 127. Civil transactions are invalid due to deception, threats, or coercion

When a party participates in a civil transaction due to deception, threat or coercion, he or she has the right to request the Court to declare that civil transaction invalid.

Deception in a civil transaction is an intentional act by one party or a third person to make the other party misunderstand the subject, nature of the object or content of the civil transaction, thus establishing that transaction.

Threats and coercion in civil transactions are intentional acts of one party or a third person that force the other party to perform a civil transaction in order to avoid damage to their life, health, honor, reputation, dignity, property or that of their relatives.

Article 128. A civil transaction is invalid because the person establishing it is not aware and in control of his or her actions

A person who has civil act capacity but has established a transaction at the right time without awareness and control of his or her behavior has the right to request the Court to declare that civil transaction invalid.

Article 129. Civil transactions are invalid due to non-compliance with formal regulations

Civil transactions that violate the conditions for formal validity are invalid, except in the following cases:

A civil transaction that has been established according to regulations must be in writing, but the document does not comply with the provisions of law and one party or parties have performed at least two-thirds of the obligations in the transaction, then at the request of one party or parties, the Court will issue a decision to recognize the validity of that transaction.

A civil transaction has been established in writing but violates mandatory regulations on notarization and authentication and one party or parties have performed at least two-thirds of the obligations in the transaction, then at the request of one party or parties, the Court will issue a decision to recognize the validity of that transaction. In this case, the parties do not have to perform notarization or authentication.

Article 130. Partially invalid civil transactions

A civil transaction is partially invalid when part of the content of the civil transaction is invalid but does not affect the validity of the remaining part of the transaction.

Article 131. Legal consequences of invalid civil transactions

Invalid civil transactions do not create, change or terminate the civil rights and obligations of the parties from the time the transaction is established.

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

In case it cannot be returned in kind, the monetary value will be returned.

The bona fide party in collecting profits and interests does not have to return those profits and interests.

The party at fault for causing damage must compensate.

The settlement of consequences of invalid civil transactions related to moral rights is prescribed by this Code and other relevant laws.

Article 132. Statute of limitations for requesting the Court to declare a civil transaction invalid

The statute of limitations for requesting the Court to declare a civil transaction invalid as prescribed in Articles 125, 126, 127, 128 and 129 of this Code is 02 years, from the date:

a) The representative of a minor, a person who has lost civil act capacity, a person with difficulty in cognition or behavior control, or a person with limited civil act capacity knows or should know that the represented person establishes and performs the transaction himself/herself;

b) The person who was mistaken or deceived knew or should have known that the transaction was established due to confusion or deception;

c) The person who commits the threatening or coercive behavior stops the threatening or coercive behavior;

d) People who are not aware and in control of their actions establish transactions;

d) Civil transactions are established in cases where civil transactions do not comply with regulations on form.

After the expiration of the statute of limitations specified in Clause 1 of this Article, if there is no request to declare the civil transaction invalid, the civil transaction will be valid.

For civil transactions specified in Articles 123 and 124 of this Code, the statute of limitations for requesting the Court to declare a civil transaction invalid is not limited.

Article 133. Protecting the rights of bona fide third parties when civil transactions are invalid

In case a civil transaction is invalid but the object of the transaction is unregistered property that has been transferred to a bona fide third person, the transaction established and performed with the third person is still valid, except for the case specified in Article 167 of this Code.

In case a civil transaction is invalid but the property has been registered at a competent state agency, then transferred by another civil transaction to a bona fide third person and this person, based on that registration, establishes and performs the transaction, that transaction is not invalid.

In case the property must be registered but has not been registered with a competent state agency, the civil transaction with a third person is invalid, except in cases where the third person bona fide receives this property through auction at a competent organization or transacts with a person who, according to a judgment or decision of a competent state agency, is the owner of the property but then this subject is not the owner of the property because the judgment or decision is canceled or amended.

The owner does not have the right to reclaim property from a bona fide third person, if the civil transaction with this person is not invalid according to the provisions of Clause 2 of this Article, but has the right to sue and request the subject at fault leading to the transaction to be established with the third party to reimburse reasonable expenses and compensate for damages.

Article 134. Representation

Representation is the act of an individual or legal entity (hereinafter referred to as representative) establishing and performing civil transactions on behalf of and for the benefit of another individual or legal entity (hereinafter referred to as the represented person).

Individuals and legal entities can establish and perform civil transactions through their representatives. Individuals may not let others represent them if the law requires them to establish and perform that transaction themselves.

Where required by law, the representative must have civil legal capacity and civil act capacity appropriate to the civil transaction being established and performed.

Article 135. Grounds for establishing representation rights

The right of representation is established by authorization between the represented person and the representative (hereinafter referred to as authorized representative); according to the decision of a competent state agency, according to the charter of a legal entity or according to the provisions of law (hereinafter referred to as legal representation).

Article 136. Legal representation of individuals

Father and mother to minor children.

Guardian for the ward. The guardian of a person with difficulty in cognition and behavior control is the legal representative if appointed by the Court.

The person appointed by the Court in case the representative specified in Clauses 1 and 2 of this Article cannot be identified.

A person appointed by the Court for a person with limited civil act capacity.

Article 137. Legal representation of legal entities

Legal representatives of legal entities include:

a) The person appointed by the legal entity according to the charter;

b) Person authorized to represent as prescribed by law;

c) People appointed by the Court during proceedings at the Court.

A legal entity may have many legal representatives and each representative has the right to represent the legal entity according to the provisions of Articles 140 and 141 of this Code.

Article 138. Authorized representative

Individuals and legal entities may authorize other individuals and legal entities to establish and perform civil transactions.

Members of households, cooperative groups, and other organizations without legal status may agree to appoint other individuals or legal entities as authorized representatives to establish and perform civil transactions related to common assets of members of households, cooperative groups, and other organizations without legal status.

A person from full fifteen years old to under eighteen years old may be an authorized representative, except in cases where the law stipulates that civil transactions must be established and performed by a person aged full eighteen years or older.

Article 139. Legal consequences of representative acts

Civil transactions established and performed by the representative with a third person in accordance with the scope of representation give rise to rights and obligations for the represented person.

The representative has the right to establish and perform necessary acts to achieve the purpose of the representation.

In case the representative knows or should know that the establishment of the representative act is due to confusion, deception, threat, or coercion but still establishes and performs the act, no rights or obligations will arise for the represented person, unless the represented person knows or should know about this and does not object.

Article 140. Term of representation

The duration of representation is determined according to the authorization document, according to the decision of the competent authority, according to the charter of the legal entity or according to the provisions of law.

In case the duration of representation cannot be determined as prescribed in Clause 1 of this Article, the duration of representation is determined as follows:

a) If the right of representation is determined according to a specific civil transaction, the duration of representation is calculated from the time of termination of that civil transaction;

b) If the right of representation is not identified with a specific civil transaction, the term of representation is 01 year from the time the right of representation arises.

Authorized representative terminates in the following cases:

a) According to agreement;

b) The authorization term has expired;

c) Authorized work has been completed;

d) The represented person or representative unilaterally terminates the authorization;

d) The represented person or individual representative dies; The represented person or representative is a legal entity that ceases to exist;

e) The representative no longer meets the conditions specified in Clause 3, Article 134 of this Code;

g) Other grounds make the representation impossible.

Legal representation terminates in the following cases:

a) The represented person is an adult or has restored civil capacity;

b) The person represented is an individual who dies;

c) The represented person is a legal entity that ceases to exist;

d) Other grounds according to the provisions of this Code or other relevant laws.

Article 141. Scope of representation

The representative may only establish and perform civil transactions within the scope of representation on the following grounds:

a) Decision of the competent authority;

b) Charter of the legal entity;

c) Authorization content;

d) Other provisions of law.

In case the scope of representation cannot be specifically determined as prescribed in Clause 1 of this Article, the legal representative has the right to establish and perform all civil transactions for the benefit of the represented person, unless otherwise prescribed by law.

An individual or legal entity may represent many different individuals or legal entities but may not act in the name of the represented person to establish or perform civil transactions with themselves or with a third party of which they are also the representative, unless otherwise prescribed by law.

The representative must inform the transaction party about the scope of his or her representation.

Article 142. Consequences of civil transactions established and performed by persons without representation rights

Civil transactions established and performed by a person without the right to represent do not give rise to rights or obligations for the represented person, except in one of the following cases:

a) The represented person has recognized the transaction;

b) The represented person knows but does not object within a reasonable period of time;

c) The represented person is at fault, leading to the person making the transaction not knowing or not being able to know that the person with whom he or she has established and performed the civil transaction does not have the right to represent.

In case a civil transaction is established and performed by a person without the right to represent and does not give rise to rights or obligations towards the person being represented, the person without the right to represent must still perform the obligations towards the person with whom he or she has transacted, except in cases where the person who has transacted knows or should have known about not having the right to represent and still transacts.

The person who has transacted with the person without the right of representation has the right to unilaterally terminate or cancel the established civil transaction and request compensation for damages, except in cases where that person knows or should have known about not having the right of representation but still transacts or the case specified in Point a, Clause 1 of this Article.

In case the person who does not have the right to represent and the person who has entered into the transaction intentionally establishes and performs a civil transaction that causes damage to the represented person, he/she must be jointly liable to compensate for the damage.

Article 143. Consequences of civil transactions established and performed by a representative beyond the scope of representation

Civil transactions established and performed by a representative beyond the scope of representation do not give rise to the rights and obligations of the represented person with respect to the transaction performed beyond the scope of representation, except in one of the following cases:

a) The representative agrees;

b) The represented person knows but does not object within a reasonable period of time;

c) The represented person is at fault leading to the person who has made the transaction not knowing or not being able to know that the person who has established and performed the civil transaction with him or her is beyond the scope of representation.

In case a civil transaction established and performed by a representative beyond the scope of representation does not give rise to the rights and obligations of the represented person with respect to the portion of the transaction established and performed beyond the scope of representation, the representative must perform the obligations towards the person who has transacted with him or her regarding the transaction beyond the scope of representation, except in cases where the person who has transacted knows or should have known about the excess of the scope of representation and still transacts.

The person who has transacted with the representative has the right to unilaterally terminate or cancel the civil transaction for the portion exceeding the scope of representation or the entire civil transaction and request compensation for damages, except in cases where that person knows or should have known about the exceeding the scope of representation but still transacts or the case specified in Point a, Clause 1 of this Article.

In cases where the representative and the person transacting with the representative intentionally establish and perform civil transactions beyond the scope of representation and cause damage to the represented person, they must be jointly liable to compensate for the damage.

Section 1. DURATION

Article 144. Time limit

A term is a defined period of time from one point to another.

The deadline can be defined in minutes, hours, days, weeks, months, years or by an event that may occur.

Article 145. Application of time limit calculation

The method of calculating the time limit is applied according to the provisions of this Code, unless otherwise agreed or otherwise prescribed by law.

The term is calculated according to the calendar, unless otherwise agreed.

Article 146. Regulations on time limit and time of calculation

In case the parties agree on a time limit of one year, half a year, one month, half a month, one week, one day, one hour, one minute but the time periods do not occur consecutively, that time limit is calculated as follows:

a) A year is three hundred sixty-five days;

b) Half a year is six months;

c) One month is thirty days;

d) Half a month is fifteen days;

d) A week is seven days;

e) A day is twenty-four hours;

g) One hour is sixty minutes;

h) One minute is sixty seconds.

In case the parties agree on the time of the beginning of the month, the middle of the month, or the end of the month, that time is specified as follows:

a) The beginning of the month is the first day of the month;

b) The middle of the month is the fifteenth day of the month;

c) Month end is the last day of the month.

In case the parties agree on the time at the beginning of the year, the middle of the year, or the end of the year, that time is specified as follows:

a) The beginning of the year is the first day of January;

b) Mid-year is the last day of June;

c) The end of the year is the last day of December.

Article 147. Time limit begins

When the time limit is determined in minutes or hours, the time limit begins from the specified time.

When the term is determined in days, weeks, months, or years, the first day of the term is not counted but from the next day immediately adjacent to the determined date.

When the time limit begins with an event, the date on which the event occurs is not counted but from the day immediately following the date on which that event occurs.

Article 148. End of term

When the term is calculated in days, the term ends at the end of the last day of the term.

When the term is calculated in weeks, the term ends at the end of the corresponding day of the last week of the term.

When the term is calculated in months, the term ends at the end of the corresponding day of the last month of the term; If the month in which the term ends does not have a corresponding date, the term ends on the last day of that month.

When the term is calculated in years, the term ends at the end of the corresponding day and month of the last year of the term.

When the last day of the term falls on a weekend or public holiday, the term ends at the end of the working day following that holiday.

The end of the last day of the term is twenty-four hours of that day.

Section 2. STATUTE OF TIME

Article 149. Statute of limitations

The statute of limitations is a period of time prescribed by law at the end of which legal consequences arise for the subject under the conditions prescribed by law.

The statute of limitations applies according to the provisions of this Code and other relevant laws.

The Court only applies the statute of limitations regulations upon a party or parties' request to apply the statute of limitations, provided that this request must be made before the Court of First Instance issues a judgment or decision to resolve the case or matter.

The person who benefits from the application of the statute of limitations has the right to refuse to apply the statute of limitations, unless such refusal is for the purpose of avoiding the performance of obligations.

Article 150. Types of statute of limitations

The statute of limitations for enjoying civil rights is the period of time at the end of which the subject enjoys civil rights.

The statute of limitations for exemption from civil obligations is the period of time at the end of which the person with the civil obligation is exempt from performing the obligation.

The statute of limitations for filing a lawsuit is the time limit within which a subject has the right to initiate a lawsuit to request the Court to resolve a civil case to protect violated rights and legitimate interests; If that time limit expires, the right to sue will be lost.

The statute of limitations for requesting resolution of a civil matter is the time limit within which a subject is entitled to request the Court to resolve a civil matter to protect the legitimate rights and interests of individuals, legal entities, national interests, people, and public interests; If that time limit expires, the right to request will be lost.

Article 151. How to calculate the statute of limitations

The statute of limitations is calculated from the beginning of the first day of the statute of limitations and ends at the end of the last day of the statute of limitations.

Article 152. Effect of statute of limitations on enjoyment of civil rights and exemption from civil obligations

In cases where the law provides for subjects to enjoy civil rights or be exempt from civil obligations according to the statute of limitations, only after that statute of limitations ends will the enjoyment of civil rights or exemption from civil obligations take effect.

Article 153. Continuity of statute of limitations for enjoyment of civil rights and exemption from civil obligations

The statute of limitations for enjoying civil rights and exemption from civil obligations is continuous from beginning to end; If there is an interrupting event, the statute of limitations must be calculated again from the beginning, after the interrupting event ends.

The statute of limitations for enjoying civil rights and exemption from civil obligations is interrupted when one of the following events occurs:

a) There is a resolution by a legally effective decision of a competent state agency regarding civil rights and obligations to which the statute of limitations applies;

b) Civil rights and obligations to which the statute of limitations applies are disputed by a person with related rights or obligations and have been resolved by a legally effective judgment or decision of the Court.

The statute of limitations is also counted continuously in cases where the enjoyment of civil rights or exemption from civil obligations is legally transferred to another person.

Article 154. Start of the statute of limitations for initiating civil lawsuits and the statute of limitations for requesting resolution of civil matters

The statute of limitations for initiating a civil lawsuit is calculated from the date the person with the right to make a claim knows or should know that his or her legitimate rights and interests have been infringed, unless otherwise provided for by law.

The statute of limitations for requesting resolution of civil matters is calculated from the date the right to request arises, unless otherwise prescribed by law.

Article 155. The statute of limitations for filing a lawsuit does not apply

The statute of limitations for filing a lawsuit does not apply in the following cases:

Request to protect personal rights not attached to property.

Request protection of property rights, unless otherwise provided by this Code or other relevant laws.

Disputes over land use rights according to the provisions of the Land Law.

Other cases prescribed by law.

Article 156. Time is not included in the statute of limitations for initiating civil lawsuits and the statute of limitations for requesting resolution of civil matters

Time that is not included in the statute of limitations for initiating a civil lawsuit, the statute of limitations for requesting resolution of a civil matter is the period of time when one of the following events occurs:

A force majeure event or objective obstacle makes the subject with the right to sue or request unable to sue or request within the statute of limitations.

A force majeure event is an objective event that is unpredictable and cannot be overcome despite the application of all necessary and permissible measures.

Objective obstacles are obstacles caused by objective circumstances that prevent people with civil rights and obligations from knowing that their legal rights and interests are being violated or from being able to perform their civil rights and obligations;

There is no representative in case the person with the right to sue or the person with the right to request is a minor, has lost civil act capacity, has difficulty in cognition, controlling behavior or has limited civil act capacity;

Minors, people who have lost civil act capacity, people with difficulty in cognition and behavior control, and people with limited civil act capacity do not have another representative to replace them in the following cases:

a) The representative dies if it is an individual, ceases to exist if it is a legal entity; b) The representative cannot continue to represent for legitimate reasons.

b) The representative cannot continue to represent for legitimate reasons.

Article 157. Restarting the statute of limitations for initiating civil lawsuits

The statute of limitations for initiating a civil lawsuit begins again in the following cases:

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

b) The obligated party admits or partially fulfills its obligations to the plaintiff;

c) The parties have reconciled among themselves.

The statute of limitations for initiating a civil lawsuit begins again from the day following the date of the event specified in Clause 1 of this Article.

Part two

OWNERSHIP RIGHTS AND OTHER RIGHTS TOWARD PROPERTY

Section 1. PRINCIPLES FOR ESTABLISHING AND EXERCISES OWNERSHIP AND OTHER RIGHTS TOWARD PROPERTY

Article 158. Ownership rights

Ownership rights include the right to possess, use and dispose of the owner's property according to the provisions of law.

Article 159. Other rights to property

Other rights to property are the rights of subjects who directly hold and control property under the ownership of other subjects.

Other rights to property include:

a) Rights to adjacent real estate;

b) Usufruct rights;

c) Surface rights.

Article 160. Principles for establishing and exercising ownership rights and other rights to property

Ownership rights and other rights to property are established and implemented in cases where this Code and other relevant laws stipulate.

Other rights to property remain valid in case ownership is transferred, unless this Code and other relevant laws provide otherwise.

The owner may perform all actions according to his/her will with respect to the property but must not violate the provisions of law, cause damage or affect national interests, public interests, legitimate rights and interests of others.

Subjects with other rights to property may perform all actions within the scope of rights specified in this Code and other relevant laws but must not cause damage or affect national interests, public interests, legitimate rights and interests of the property owner or other people.

Article 161. Time to establish ownership and other rights to property

The time to establish ownership rights and other rights to property shall comply with the provisions of this Code and other relevant laws; In cases where the law does not provide for it, it shall comply with the agreement of the parties; In cases where the law does not stipulate and the parties do not have an agreement, the time of establishing ownership and other rights to property is the time the property is transferred.

The time the property is transferred is the time the obligee or their legal representative takes possession of the property.

In case the property has not been transferred but yields and profits arise, the profits and profits belong to the party whose property is transferred, unless otherwise agreed.

Article 162. Bearing property risks

The owner must bear the risk of the property under his ownership, unless otherwise agreed or this Code or other relevant laws provide otherwise.

Subjects with other rights to property must bear risks to the property within the scope of their rights, unless otherwise agreed with the property owner or this Code or other relevant laws provide otherwise.

Section 2. PROTECTION OF OWNERSHIP AND OTHER RIGHTS TO PROPERTY

Article 163. Protection of ownership and other rights to property

No one may be illegally restricted or deprived of ownership or other rights to property.

In case of absolute necessity for reasons of national defense, security or national interests, state of emergency, natural disaster prevention, the State purchases or requisitions with compensation the assets of organizations and individuals at market prices.

Article 164. Measures to protect ownership and other rights to property

Owners and subjects with other rights to property have the right to protect themselves and prevent anyone from infringing on their rights by using measures that are not contrary to the provisions of law.

Owners and subjects with other rights to property have the right to request the Court or other competent state agencies to force the person who infringes their rights to return the property, stop acts of illegally obstructing the exercise of ownership rights or other rights to property, and request compensation for damages.

Article 165. Possession with legal basis

Possession with a legal basis is the possession of property in the following cases:

a) The owner takes possession of the property;

b) Person authorized by the owner to manage the property;

c) The person whose possession rights are transferred through a civil transaction in accordance with the provisions of law;

d) People who discover and keep ownerless property, property whose owner cannot be identified, property that has been dropped, forgotten, buried, hidden, buried, sunk in accordance with the conditions prescribed by this Code and other relevant laws;

d) People who discover and keep lost livestock, poultry, and aquatic animals in accordance with the conditions prescribed by this Code and other relevant laws;

e) Other cases prescribed by law.

Possession of property not in accordance with the provisions of Clause 1 of this Article is possession without legal basis.

Article 166. Right to reclaim property

Owners and subjects with other rights to property have the right to reclaim property from the possessor, user of property, or person benefiting from the property without legal basis.

The owner has no right to reclaim property from the possession of a subject who has other rights to that property.

Article 167. Right to reclaim movable property without having to register ownership from the bona fide possessor

The owner has the right to reclaim movable property without having to register ownership rights from the bona fide possessor in case the bona fide possessor obtained this movable property through a contract without compensation with a person who has no right to dispose of the property; In case this contract is a contract with compensation, the owner has the right to reclaim the movable property if the movable property is stolen, lost or otherwise possessed without the owner's will.

Article 168. The right to reclaim movable property must register ownership or real property from the bona fide possessor

The owner who reclaims movable property must register the ownership or real property rights from the bona fide possessor, except for the case specified in Clause 2, Article 133 of this Code.

Article 169. Right to request an end to illegal obstructions to the exercise of ownership rights and other rights to property

When exercising ownership rights or other rights to property, the subject has the right to request the person who commits an unlawful obstruction to stop that act or has the right to request the Court or other competent state agency to force that person to stop the violation.

Article 170. Right to request compensation for damages

Owners and subjects with other rights to property have the right to request compensation for damages from those who violate ownership rights or other rights to property.

Section 3. LIMITATIONS ON OWNERSHIP AND OTHER RIGHTS TOWARD PROPERTY

Article 171. Rights and obligations of owners and subjects with other rights to property in case of an emergency situation

An urgent situation is a situation in which a person, in order to avoid an actual danger that directly threatens the public interests, legal rights and interests of himself or others, has no other choice but to take action that causes a damage smaller than the damage to be prevented.

In an urgent situation, the owner or subject with other rights to property must not prevent others from using their property or prevent others from causing damage to that property in order to prevent or reduce the danger or greater damage that is likely to occur.

Causing damage in an urgent situation is not an infringement of ownership or other rights to property. Owners and subjects with other rights to damaged property in urgent situations shall be compensated for damage according to the provisions of Article 595 of this Code.

Article 172. Obligation to protect the environment

When exercising ownership rights or other rights to property, the subject must comply with the provisions of law on environmental protection; If you pollute the environment, you must stop the polluting act, take measures to overcome the consequences and compensate for damages.

Article 173. Obligation to respect and ensure social order and safety

When exercising ownership rights and other rights to property, the subject must respect and ensure social order and safety, and must not abuse rights to cause disorder and social safety, causing damage to national and ethnic interests, public interests, and the legitimate rights and interests of others.

Article 174. Obligation to respect construction rules

When constructing works, owners and subjects with other rights to the property must comply with the law on construction, ensure safety, must not build beyond the height and distance prescribed by the law on construction and must not infringe on the legitimate rights and interests of the owner and people with other rights on the property that is adjacent and surrounding real estate.

Article 175. Boundaries between real estate

The boundaries between adjacent real estate properties are determined by agreement or by decision of a competent state agency.

Boundaries can also be determined by custom or by boundaries that have existed for 30 years or more without dispute.

Do not encroach, occupy, or change separation boundary markers, including cases where the boundary is a canal, ditch, ditch, trench, or field edge. All entities have the obligation to respect and maintain common boundaries.

Land users are allowed to use the space and underground space vertically from the boundary of the land plot in accordance with the provisions of law and must not affect the land use of others.

Land users are only allowed to plant trees and do other things within the land under their rights of use and according to the determined boundaries; If tree roots or branches exceed the boundary, the excess roots, cuts, and branches must be pruned, unless otherwise agreed.

Article 176. Boundary markers separating real estate

Real estate owners are only allowed to erect landmarks, fences, plant trees, and build partition walls on the land under their rights of use.

Adjacent real estate owners can agree with each other on erecting markers, fences, planting trees, and building dividing walls on the boundary to serve as a boundary marker between real estate properties; These boundary markers are the common property of those subjects.

In case a separation boundary mark is created by only one party on the boundary and is agreed by the owner of the adjacent real estate, that separation boundary mark is jointly owned, the construction costs shall be borne by the creating party, unless otherwise agreed; If the owner of the adjacent real estate does not agree with a legitimate reason, the owner who has erected a marker, fence, planted trees or built a dividing wall must have it removed.

For boundary markers that are common house walls, the owner of adjacent real estate is not allowed to put windows, ventilation holes or perforate the wall to place construction structures, unless otherwise agreed by the owner of the adjacent real estate.

In case the house is built separately but the walls are adjacent to each other, the owner is only allowed to perforate the wall and place construction structures up to the limit of their wall separation.

For trees that are common boundary markers, both parties have an obligation to protect them; The profits from the tree are divided equally, unless otherwise agreed.

Article 177. Ensuring safety in cases where trees and structures are at risk of causing damage

In case trees or construction works are at risk of collapsing onto adjacent and surrounding real estate, the property owner shall immediately take remedial measures, cut down trees, repair or remove such construction work at the request of the adjacent and surrounding real estate owner or at the request of a competent state agency; If not done voluntarily, the owner of adjacent and surrounding real estate has the right to request a competent state agency to cut down trees and demolish them. Tree cutting and demolition costs are borne by the owners of trees and construction works.

When digging a well, digging a pond or building an underground structure, the owner of the structure must dig and build at a distance from the boundary mark as prescribed by construction law.

When constructing sanitation works, toxic substance warehouses and other works whose use is likely to cause environmental pollution, the owner of that property must build it at a distance from the boundary line and in a reasonable location, ensuring hygiene, safety and not affecting other real estate owners.

In case of causing damage to the owners of adjacent and surrounding real estate as prescribed in Clauses 1 and 2 of this Article, the owners of trees and structures must compensate.

Article 178. Opening doors overlooking adjacent real estate

Home owners are only allowed to open doors and windows facing the neighboring house, the opposite house and the common road according to the provisions of construction law.

The underside of the awning on the door and the underside of the window awning facing the common path must be 2.5 meters or more above the ground.

Article 179. Concept of possession

Possession is the subject holding and controlling property directly or indirectly as if the subject has rights to the property.

Possession includes possession by the owner and possession by a person other than the owner.

Possession by a person who is not the owner cannot be the basis for establishing ownership rights, except for the cases specified in Articles 228, 229, 230, 231, 232, 233 and 236 of this Code.

Article 180. Good faith possession

Bona fide possession is possession in which the possessor has grounds to believe that he has rights to the property he is possessing.

Article 181. Unfair possession

Unfaithful possession is possession in which the possessor knows or should know that he or she has no rights to the property being possessed.

Article 182. Continuous possession

Continuous possession is possession carried out for a period of time without any dispute over rights to that property or with a dispute that has not been resolved by a legally effective judgment or decision of a Court or other competent state agency, even when the property is given to another person for possession.

Intermittent possession is not considered a basis for inferring the status and rights of the possessor as stipulated in Article 184 of this Code.

Article 183. Public possession

Open possession is possession carried out transparently and without concealment; The property currently in possession is used according to its features and uses and is preserved and preserved by the possessor as his or her own property.

Unpublic possession is not considered a basis for inferring the status and rights of the possessor as stipulated in Article 184 of this Code.

Article 184. Presumption as to the status and rights of the possessor

The possessor is presumed to be bona fide; Anyone who believes that the possessor is not bona fide must prove it.

In case there is a dispute over property rights, the possessor is presumed to be the person with that right. The person having a dispute with the possessor must prove that the possessor has no rights.

The bona fide, continuous, and public possessor shall be entitled to the statute of limitations and enjoy the fruits and profits brought by the property according to the provisions of this Code and other relevant laws.

Article 185. Protection of possession

In case the possession is violated by another person, the possessor has the right to request the person committing the act of infringement to stop the act, restore the original condition, return the property and compensate for damage or request the Court or other competent state agency to force that person to stop the act, restore the original condition, return the property and compensate for the damage.

Section 1. CONTENT OF OWNERSHIP RIGHTS

Subsection 1. RIGHTS OF POSSESSION

Article 186. Owner's right to possession

The owner may perform all actions according to his will to hold and control his property but must not violate the law or social ethics.

Article 187. Right of possession of the person authorized by the owner to manage the property

The person authorized by the owner to manage the property takes possession of that property within the scope, in the manner, and for a period of time determined by the owner.

The person authorized by the owner to manage the property cannot become the owner of the assigned property according to the provisions of Article 236 of this Code.

Article 188. Right of possession of the person to whom property is assigned through civil transactions

When the owner transfers property to another person through a civil transaction that does not include the transfer of ownership rights, the person to whom the property is assigned must take possession of that property in accordance with the purpose and content of the transaction.

The person to whom the property is assigned has the right to use the assigned property and to transfer the right to possess and use that property to another person if the owner agrees.

The person to whom the property is assigned cannot become the owner of the assigned property according to the provisions of Article 236 of this Code.

Subsection 2. RIGHTS TO USE

Article 189. Right to use

The right to use is the right to exploit the uses and enjoy the benefits and income from the property.

Usage rights can be transferred to others by agreement or by law.

Article 190. Owner's right to use

The owner may use the property according to his/her will but must not cause damage or affect the national or ethnic interests, public interests, legitimate rights and interests of others.

Article 191. Use rights of non-owners

A person who is not the owner may use the property according to an agreement with the owner or according to the provisions of law.

Subsection 3. DECISION RIGHTS

Article 192. Right to decide

The right to dispose is the right to transfer ownership of property, give up ownership, consume or destroy property.

Article 193. Conditions for exercising the right to decide

The disposition of property must be performed by a person with civil capacity and not contrary to the provisions of law.

In cases where the law stipulates the order and procedures for property disposition, those orders and procedures must be followed.

Article 194. Owner's right to decide

The owner has the right to sell, exchange, donate, lend, inherit, relinquish ownership, consume, destroy or carry out other forms of disposal in accordance with the provisions of law regarding property.

Article 195. Right of disposition of persons other than owners

People who are not property owners only have the right to dispose of property under the authorization of the owner or according to the provisions of law.

Article 196. Limitation of decision-making power

The right to dispose is limited only in cases prescribed by law.

When the property to be sold is property belonging to historical-cultural relics according to the provisions of the Cultural Heritage Law, the State has the priority right to purchase.

In cases where individuals or legal entities have priority rights to purchase certain assets according to the provisions of law, when selling assets, the owner must give priority rights to purchase to those entities.

Section 2. FORM OF OWNERSHIP

Subsection 1. OWNERSHIP OF THE WHOLE PEOPLE

Article 197. Property belongs to the entire people

Land, water resources, mineral resources, resources in the sea, airspace, other natural resources and assets invested and managed by the State are public assets owned by the entire people, represented and uniformly managed by the State.

Article 198. Exercise of owner's rights to property owned by the entire people

The State of the Socialist Republic of Vietnam is the representative and exerciser of the owner's rights to property owned by the entire people.

The Government uniformly manages and ensures the correct, effective and economical use of assets owned by the entire people.

Article 199. Possession, use, and disposition of property owned by the entire people

The possession, use, and disposition of property under the ownership of the entire people are carried out within the scope and according to the order prescribed by law.

Article 200. Implementing public ownership of assets invested in enterprises

When property owned by the entire people is invested in an enterprise, the State exercises the owner's rights to that property in accordance with the law on enterprises, management and use of state capital invested in production and business at the enterprise and other relevant laws.

Enterprises manage and use capital, land, resources and other assets invested by the State in accordance with relevant laws.

Article 201. Implementing the right of ownership by the entire people over property assigned to state agencies and people's armed units

When property owned by the entire people is assigned to a state agency or people's armed unit, the State exercises the right to inspect and supervise the management and use of that property.

State agencies and people's armed forces units shall manage and use assets assigned by the State for the right purposes and according to the provisions of law.

Article 202. Implementing the right of ownership by the entire people over property assigned to political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations

When property owned by the entire people is assigned to a political organization, socio-political organization, socio-political-professional organization, social organization, socio-professional organization, the State exercises the right to inspect and supervise the management and use of that property.

Political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations manage and use assets assigned by the State for the right purpose, scope, in the manner and order prescribed by law, in accordance with the functions and tasks specified in the charter.

Article 203. Rights of individuals and legal entities to use and exploit assets under public ownership

Individuals and legal entities may use land, exploit aquatic resources, natural resources and other assets owned by the entire people for the right purpose, effectively, and fully fulfill their obligations to the State in accordance with the provisions of law.

Article 204. Property owned by the entire people has not been assigned to individuals or legal entities for management

For assets owned by the entire people that have not yet been assigned to individuals or legal entities for management, the Government organizes the protection, investigation, survey and planning for exploitation.

Subsection 2. PRIVATE PROPERTY

Article 205. Private ownership and privately owned property

Private ownership is the ownership of an individual or a legal entity.

Legal property under private ownership is not limited in quantity or value.

Article 206. Possession, use, and disposition of privately owned property

The owner has the right to possess, use, and dispose of privately owned property to serve daily needs, consumption, production, business, and other purposes that are not illegal.

The possession, use, and disposition of privately owned property must not cause damage or affect national or ethnic interests, public interests, or the legitimate rights and interests of others.

Subsection 3. COMMON OWNERSHIP

Article 207. Common ownership and types of common ownership

Common ownership is the ownership of property by many entities.

Common ownership includes joint ownership by section and consolidated common ownership.

Article 208. Establishment of common ownership

Joint ownership is established by agreement, according to the provisions of law or according to custom.

Article 209. Joint ownership by shares

Joint ownership by share is common ownership in which each owner's share of ownership is determined with respect to the common property.

Each joint owner by share has rights and obligations towards the jointly owned property corresponding to his or her share of ownership rights, unless otherwise agreed.

Article 210. Consolidated common ownership

Consolidated joint ownership is joint ownership in which the ownership rights of each joint owner are not determined with respect to the common property.

Unified common ownership includes divisible unified common ownership and undivided unified common ownership.

Joint owners have equal rights and obligations regarding jointly owned assets.

Article 211. Community ownership

Community common ownership is the ownership of clans, hamlets, hamlets, hamlets, villages, hamlets, religious communities and other residential communities over property formed according to customs, property contributed together, donated by members of the community, given to the commons or from other sources in accordance with the provisions of law for the purpose of satisfying the legitimate common interests of the community.

Members of the community jointly manage, use and dispose of common property according to agreement or custom for the common benefit of the community but must not violate the prohibitions of the law or violate social ethics.

Community property is unified, undivided common property.

Article 212. Joint ownership of family members

Property of family members living together includes property contributed and created by the members together and other property whose ownership is established according to the provisions of this Code and other relevant laws.

The possession, use, and disposition of common property by family members are carried out by agreement. In case of disposition of property that is real estate, registered movable property, or property that is the family's main source of income, there must be the agreement of all family members who are adults with full civil act capacity, unless otherwise prescribed by law.

In case there is no agreement, the regulations on common ownership according to the provisions of this Code and other relevant laws will apply, except for the case specified in Article 213 of this Code.

Article 213. Joint ownership of husband and wife

The common property of husband and wife is common property that can be divided.

Husband and wife together create and develop common assets; have equal rights in possessing, using and disposing of common property.

Husband and wife agree or authorize each other to possess, use and dispose of common property.

The common property of husband and wife can be divided according to agreement or according to the Court's decision.

In case the husband and wife choose the property regime as agreed upon in accordance with the law on marriage and family, the common property of the couple shall apply according to this property regime.

Article 214. Common ownership in apartment buildings

The area, equipment and other assets shared in an apartment building according to the provisions of the Housing Law are under the common ownership of all owners of apartments in that house and are not divided, unless the law provides otherwise or all owners have otherwise agreed.

Owners of apartments in an apartment building have equal rights and obligations in the management and use of assets specified in Clause 1 of this Article, unless otherwise prescribed by law or otherwise agreed upon.

In case the apartment building is destroyed, the rights of the apartment owner shall comply with the provisions of law.

Article 215. Mixed common ownership

Mixed common ownership is ownership of assets where owners from different economic sectors contribute capital to produce and do business to earn profits.

Assets formed from capital contributions of owners, legal profits earned from production and business activities or from other sources in accordance with the law are assets under mixed common ownership.

The possession, use and disposition of property under mixed common ownership must comply with the provisions of Article 209 of this Code and the provisions of law related to capital contribution, organization, production and business activities, management, administration, property liability and profit division.

Article 216. Management of common assets

Joint owners jointly manage common property according to the principle of consensus, unless otherwise agreed or otherwise prescribed by law.

Article 217. Use of common property

Each joint owner according to the share has the right to exploit the uses and enjoy the benefits and income from the common property corresponding to his or her share of ownership, unless otherwise agreed or otherwise prescribed by law.

The consolidated joint owners have equal rights to exploit the uses and enjoy the benefits and income from the common property, unless otherwise agreed.

Article 218. Disposition of common property

Each joint owner according to the share has the right to dispose of his or her share of ownership.

The disposition of consolidated common property is carried out according to the agreement of the common owners or according to the provisions of law.

In case a joint owner sells his/her ownership rights, the other joint owner has the right of priority to buy.

Within 03 months for common property that is real estate, 01 month for common property that is movable property, from the date the other joint owners receive notice of the sale and the sale conditions, if no joint owner buys, that owner has the right to sell to another person. The notice must be in writing and the conditions of sale to the other joint owner must be the same as the conditions of sale to the non-joint owner.

In case of selling a portion of ownership and there is a violation of the right of priority to purchase, within 03 months from the date of discovery of the violation of the right of priority to purchase, the joint owner of the portion among the joint owners has the right to request the Court to transfer to him or her the rights and obligations of the buyer; The party at fault for causing the damage must compensate for the damage.

In case one of the joint owners of real estate gives up his or her ownership rights or when this person dies without an heir, that ownership right belongs to the State, except in the case of community ownership, which is jointly owned by the remaining joint owners.

In case one of the joint owners of movable property gives up his or her ownership rights or when this person dies without any heirs, that ownership right will be jointly owned by the remaining owners.

In case all owners give up their ownership rights to common property, the establishment of ownership rights shall apply according to the provisions of Article 228 of this Code.

Article 219. Division of jointly owned property

In case of joint ownership that can be divided, each joint owner has the right to request division of the common property; If the state of joint ownership must be maintained for a period of time as agreed upon by the joint owners or as prescribed by law, each joint owner has the right to request division of the common property only at the end of that period; When common property cannot be divided in kind, the joint owner who requests division has the right to sell his or her ownership rights, unless the joint owners have otherwise agreed.

In case someone requests one of the joint owners to perform the payment obligation and that joint owner does not have separate property or the separate property is not enough to pay, the requester has the right to request division of common property and participate in the division of common property, unless otherwise prescribed by law.

If the ownership rights cannot be divided in kind or this division is opposed by the remaining joint owners, the obligee has the right to request the obligor to sell his or her ownership rights to fulfill the payment obligation.

Article 220. Termination of common ownership

Joint ownership terminates in the following cases:

Common property has been divided.

One of the joint owners is entitled to the entire joint property.

Common property no longer exists.

Other cases as prescribed by law.

Section 3. ESTABLISHMENT AND TERMINATION OF OWNERSHIP RIGHTS

Subsection 1. ESTABLISHMENT OF OWNERSHIP RIGHTS

Article 221. Basis for establishing ownership rights

Ownership is established over property in the following cases:

Due to labor, legal production and business activities, and creative activities that create objects of intellectual property rights.

Ownership rights are transferred according to agreement or according to judgments or decisions of the Court or other competent state agencies.

Collect benefits and income.

Creating new assets due to merger, mixing, or processing.

Inherited.

Possession under the conditions prescribed by law for ownerless property or property whose owner cannot be identified; Buried, hidden, buried, sunken assets are found; property dropped or forgotten by others; Cattle and poultry are lost and aquatic animals move naturally.

Possess and benefit from property according to the provisions of Article 236 of this Code.

Other cases prescribed by law.

Article 222. Establishing ownership rights to assets obtained from labor, legal production and business activities, and creative activities that create intellectual property objects

Employees and people conducting legal production and business activities have ownership rights to assets obtained from labor, legal production and business activities, from the time such assets are acquired.

People conducting creative activities have ownership rights to assets obtained from creative activities according to the provisions of the Intellectual Property Law.

Article 223. Establishment of ownership rights under contract

The person who is assigned property through a contract of sale, donation, exchange, loan or other ownership transfer contract according to the provisions of law has the right to own that property.

Article 224. Establishment of ownership rights to yields and profits

Owners and users of property have ownership rights to yields and profits according to agreement or provisions of law, from the time such yields and profits are collected.

Article 225. Establishment of ownership in case of merger

In cases where the assets of many different owners are merged together to form an indivisible object and it is impossible to determine whether the merged asset is the main or secondary object, the newly created object is property under common ownership of those owners; If the merged property is a main object and an auxiliary object, the newly created object belongs to the owner of the main object. From the time the new object is created, the new property owner must pay the owner of the auxiliary object the value of that auxiliary object, unless otherwise agreed.

When a person merges the movable property of another person into his or her own movable property, even though he knows or should know that the property is not his or hers and does not have the consent of the owner of the property being merged, the owner of the property being merged has one of the following rights:

a) Request the person merging the assets to hand over the new assets to you and pay the person merging the value of that person's assets;

b) Request the person merging the assets to pay the value of their assets and compensate for damages if they do not receive the new assets;

c) Other rights as prescribed by law.

When a person merges another person's movable property into his or her own real property, even though he knows or should know that the property is not his or hers and does not have the consent of the owner of the property being merged, the owner of the property being merged has one of the following rights:

a) Request the person merging the assets to pay the value of their assets and compensate for damages;

b) Other rights as prescribed by law.

When a person merges his or her movable property into another person's real estate, the real estate owner has the right to request the person merging to remove the illegally merged property and compensate for damage or retain the property and pay to the person merging the value of the merged property, unless otherwise agreed.

Article 226. Establishment of ownership in case of mixing

In case the assets of many different owners are mixed together to form a new indivisible object, the new object is the property under common ownership of those owners, from the time of mixing.

When a person has mixed another person's property with his or her own property, even though he knew or should have known that the property was not his or hers and without the consent of the owner of the mixed property, the owner of the mixed property has one of the following rights:

a) Request the person who mixed the assets to hand over the new assets to him or her and pay the person who mixed the assets for that person's value;

b) Request the person who mixed the assets to pay the value of their portion of the assets and compensate for damages if they do not receive the new assets.

Article 227. Establishment of ownership rights in case of processing

The owner of the raw materials processed into a new object is the owner of the newly created object.

A person who uses raw materials owned by another person for processing in good faith becomes the owner of the new property but must pay the value of the raw materials and compensate for damage to the owner of those raw materials.

In case the processor is not sincere, the owner of the raw materials has the right to request a new one; If there are multiple owners of raw materials, these people are joint owners of the newly created object, corresponding to the value of each person's raw materials. The owner of raw materials processed dishonestly has the right to request compensation from the processor.

Article 228. Establishing ownership of ownerless property and property whose owner cannot be identified

Unclaimed property is property whose owner has given up ownership rights to that property.

The person who discovered or is managing the derelict movable property has the right to own that property, unless otherwise prescribed by law; If the property is real estate, it belongs to the State.

A person who discovers property whose owner cannot be identified must notify or hand it over to the Commune-level People's Committee or the nearest commune-level police station to publicly notify the owner and reclaim it.

The surrender must be recorded in writing, clearly stating the full name, address of the surrenderer, recipient, condition, quantity, and volume of the surrendered assets.

The commune-level People's Committee or commune-level police that received the property must notify the discoverer of the results of identifying the owner.

After 01 year from the date of public announcement, if the owner of the movable property cannot be determined, ownership of that movable property belongs to the person who discovered the property.

After 5 years from the date of public announcement, if the owner of the real estate property cannot be determined, that real estate belongs to the State; The discoverer is entitled to a reward according to the provisions of law.

Article 229. Establishing ownership of buried, hidden, buried or sunken property found

People who discover buried, hidden, entombed or sunken property must immediately notify or return it to the owner; If you do not know who the owner is, you must notify or hand it over to the commune-level People's Committee or the nearest commune-level police or other competent state agency according to the provisions of law.

If buried, hidden, entombed or sunken property is found without or whose owner cannot be determined, after deducting search and preservation costs, ownership of this property is determined as follows:

a) Property found to be a historical-cultural relic according to the provisions of the Cultural Heritage Law belongs to the State; The person who finds that property is entitled to a reward according to the provisions of law;

b) Found property that is not property belonging to historical-cultural relics according to the provisions of the Cultural Heritage Law but has a value less than or equal to ten times the base salary prescribed by the State shall be owned by the finder; If the property found has a value greater than ten times the base salary prescribed by the State, the finder will receive a value equal to ten times the base salary prescribed by the State and 50% of the value of the portion exceeding ten times the base salary prescribed by the State, the remaining value belongs to the State.

Article 230. Establishing ownership of property dropped or forgotten by others

A person who discovers property dropped or forgotten by another person and knows the address of the person who dropped or forgot it must notify or return the property to that person; If you do not know the address of the person who dropped or forgot it, you must notify or hand it over to the Commune-level People's Committee or the nearest commune-level police station to publicly notify the owner to receive it back.

The commune-level People's Committee or the commune-level police that received the property must notify the person who surrendered the result of determining the owner.

After 01 year from the date of public announcement of property dropped or forgotten by others whose owner cannot be identified or whose owner does not come to claim it, ownership of this property is determined as follows:

a) In case the dropped or forgotten property has a value less than or equal to ten times the base salary prescribed by the State, the person who picked it up shall have ownership rights to that property established in accordance with the provisions of this Code and other relevant laws; In case the property has a value greater than ten times the base salary prescribed by the State, after deducting preservation costs, the person who finds it will receive a value equal to ten times the base salary prescribed by the State and 50% of the value of the portion exceeding ten times the base salary prescribed by the State, the remaining value belongs to the State;

b) In case the dropped or forgotten property belongs to a historical-cultural relic according to the provisions of the Cultural Heritage Law, that property belongs to the State; The person who finds the property is entitled to a reward according to the provisions of law.

Article 231. Establishment of ownership rights to lost livestock

A person who catches a lost animal must keep it and immediately report it to the commune-level People's Committee where that person resides to publicly notify the owner and reclaim it. After 06 months from the date of public announcement or after 01 year for cattle roaming freely according to custom, ownership of the cattle and the number of cattle born during the holding period belongs to the person who captured the cattle.

In case the owner gets back the lost livestock, he must pay the keeping fee and other expenses to the person who captured the livestock. During the time of keeping the lost livestock, if the livestock gives birth, the person who captured the livestock is entitled to half of the livestock born or 50% of the value of the livestock born and must compensate for damages if intentionally causing the livestock to die.

Article 232. Establishing ownership rights to lost poultry

In case one person's poultry is lost and someone else catches it, the person who caught it must make a public announcement so that the poultry owner can know and get it back. After 01 month from the date of public announcement, if no one comes to claim the poultry and the profits generated by the poultry during the keeping period belong to the person who caught the poultry.

In case the owner receives the lost poultry back, he/she must pay the keeping fee and other expenses to the person who caught the poultry. During the period of keeping the lost poultry, the person who caught the poultry is entitled to enjoy the profits generated by the poultry and must compensate for damages if he intentionally kills the poultry.

Article 233. Establishment of ownership rights to aquatic animals

When a person's aquatic livestock moves naturally into another person's field, pond, or lake, it belongs to the owner of that field, pond, or lake. In case an aquatic animal has distinct signs that can determine that the animal does not belong to the owner, the person who owns the field, pond or lake must publicly notify the owner so that they can take it back. After 01 month from the date of public announcement, if no one comes to claim the aquatic animal, ownership of that aquatic animal belongs to the person with the field, pond or lake.

Article 234. Establishment of ownership rights due to inheritance

The heir shall establish ownership rights to the inherited property according to the provisions of Part Four of this Code.

Article 235. Establishment of ownership rights according to judgments and decisions of the Court or other competent state agencies

Ownership rights can be established based on legally effective judgments or decisions of the Court or other competent state agencies.

Article 236. Establishing ownership rights according to the statute of limitations due to possession or benefit of property without legal basis

A possessor or person who benefits from property without a legal basis but bona fide, continuously, and publicly for a period of 10 years for movable property, 30 years for real estate, becomes the owner of that property from the time of commencement of possession, unless otherwise provided for by this Code or other relevant laws.

Subsection 2. TERMINATION OF OWNERSHIP RIGHTS

Article 237. Grounds for termination of ownership rights

Ownership rights terminate in the following cases:

The owner transfers his ownership rights to another person.

The owner relinquishes his ownership rights.

The property has been consumed or destroyed.

Assets are disposed of to fulfill the owner's obligations.

Property was confiscated.

Property confiscated.

Property whose ownership has been established for another person according to the provisions of this Code.

Other cases prescribed by law.

Article 238. Owner transfers his ownership rights to another person

When an owner transfers his or her ownership rights to another person through a contract of sale, exchange, donation, loan, other ownership transfer contract as prescribed by law or through inheritance, that person's ownership rights to the property terminate from the moment the transferee's ownership rights arise.

Article 239. Renunciation of ownership rights

The owner may terminate his/her ownership rights to his/her property by making a public declaration or performing an act demonstrating his/her relinquishment of the right to possess, use and dispose of that property.

For assets whose abandonment may harm social order, safety, or environmental pollution, the abandonment of ownership must comply with the provisions of law.

Article 240. Property whose ownership has been established for another person

Property with unknown owner; Buried, hidden, buried, sunken assets are found; lost or forgotten property; lost livestock and poultry; If the ownership of naturally moving aquatic pets has been established for another person according to the provisions of Articles 228 to 233 of this Code, the ownership rights of the owners of that property will terminate.

When the ownership rights of the possessor or the person benefiting from the property have been established according to the provisions of Article 236 of this Code or other provisions of relevant laws, the ownership rights of the person whose property is possessed will terminate.

Article 241. Disposal of property to fulfill the owner's obligations

Ownership of an asset ends when that asset is disposed of to fulfill the owner's obligations according to a decision of the Court or another competent state agency, unless otherwise provided for by law.

Handling of assets to fulfill the owner's obligations does not apply to assets that are not subject to distraint according to the provisions of law.

Ownership of property processed to fulfill the owner's obligations terminates at the time the recipient's ownership rights arise.

The handling of land use rights is carried out in accordance with the provisions of land law.

Article 242. Property is consumed or destroyed

When property is consumed or destroyed, ownership of that property ends.

Article 243. Property acquired

In case the State requisitions property according to the provisions of law, the owner's ownership rights to the property terminate from the moment the decision of the competent state agency takes legal effect.

Article 244. Confiscated property

When the owner's property due to a crime or administrative violation is confiscated and confiscated into state funds, the ownership rights to that property terminate from the moment the judgment or decision of the Court or other competent state agency takes legal effect.

Section 1. RIGHTS TO ADJUSTABLE REAL ESTATE

Article 245. Rights to adjacent real estate

Rights over adjacent real estate are rights exercised over one real estate (called entitled real estate) to serve the exploitation of another real estate owned by another person (called entitled real estate).

Article 246. Basis for establishing rights to adjacent real estate

Rights to adjacent real estate are established due to natural terrain, according to the provisions of law, by agreement or by will.

Article 247. Effect of rights to adjacent real estate

Rights to adjacent real estate are valid for all individuals and legal entities and are transferred when the real estate is transferred, unless the relevant law provides otherwise.

Article 248. Principles for exercising rights to adjacent real estate

The exercise of rights to adjacent real estate according to the agreement of the parties. In case the parties do not have an agreement, the following principles will apply:

Ensuring the reasonable needs of exploiting real estate with rights in accordance with the purpose of use of both real estate with rights and real estate with rights.

Do not abuse rights to immovable property.

Do not take actions that prevent or make it difficult to exercise rights to real estate.

Article 249. Changing the exercise of rights to adjacent real estate

In case there is a change in the use or exploitation of the real estate subject to the right, which leads to a change in the exercise of rights to the real property, the owner of the real estate subject to the right must notify the owner of the real estate in the right within a reasonable period of time. The owner of the immovable property subject to the right must create favorable conditions for the owner of the immovable property to comply with this change.

Article 250. Obligations of owners in storm water drainage

Owners of houses and other constructions must install water pipes so that rainwater from the roof of their house or construction does not flow onto the property of the adjacent property owner.

Article 251. Obligations of owners in wastewater drainage

Owners of houses and other construction works must build underground sewers or drainage ditches to carry wastewater to designated places, so that wastewater does not overflow onto the property of adjacent property owners, onto public roads or public places.

Article 252. Right to water supply and drainage through adjacent real estate

In cases where due to the natural location of the real estate, water supply and drainage must pass through another real estate, the owner of the real estate through which water flows must provide an appropriate water supply and drainage route, not obstructing or blocking the flow of water.

Users of water supply and drainage routes must minimize damage to owners of real estate through which water flows when installing water lines; If damage is caused, compensation must be made. In case water naturally flows from a high location to a low location causing damage to the owner of the real estate through which the water flows, the user of the water supply and drainage route does not have to compensate for the damage.

Article 253. Right to watering and drainage in farming

People with the right to use arable land, when there is a need for watering and drainage, have the right to request surrounding land users to provide them with a suitable and convenient water path for irrigation and drainage; The requested person has an obligation to respond to that request; If the user of the waterway causes damage to surrounding land users, he must compensate.

Article 254. Right of passage

Owners whose real estate is surrounded by other owners' real estate with no or insufficient access to public roads have the right to request the owner of the surrounding real estate to provide them with a reasonable path of access on their land.

The passageway is opened on the adjacent property which is considered most convenient and reasonable, taking into account the specific characteristics of the location, the interests of the enclosed real estate and the least damage caused to the property with the passageway open.

The owner of real estate enjoying the right of way must compensate the owner of the real estate subject to the right of passage, unless otherwise agreed.

The location, length, width, and height limits of the walkway are agreed upon by the parties, ensuring convenience for travel and causing little inconvenience to the parties; If there is a dispute about the path, you have the right to request the Court or other competent state agency to determine.

In case real estate is divided into many parts for different owners and users, when dividing, necessary passageways must be reserved for people inside according to the provisions of Clause 2 of this Article without compensation.

Article 255. Connecting power transmission lines and communications through other real estate

Real estate owners have the right to install power transmission and communication lines through the real estate of other owners in a reasonable manner, but must ensure safety and convenience for those owners; If damage is caused, compensation must be made.

Article 256. Termination of rights to adjacent real estate

Rights to adjacent real estate terminate in the following cases:

Freehold real estate and freehold real estate are owned by one person.

The use and exploitation of real estate no longer gives rise to the need to enjoy rights.

According to the agreement of the parties.

Other cases as prescribed by law.

Section 2. USE RIGHTS

Article 257. Usufruct rights

Usufruct right is the right of a subject to exploit the uses and enjoy the benefits and income of property owned by another subject for a certain period of time.

Article 258. Basis for establishing usufruct rights

Usufruct rights are established according to the provisions of law, by agreement or by will.

Article 259. Effect of usufruct rights

Usufruct rights are established from the time of transfer of property, unless otherwise agreed or otherwise prescribed by relevant law.

Usufruct rights have been established and are valid for all individuals and legal entities, unless otherwise provided by relevant laws.

Article 260. Term of usufruct rights

The term of usufruct rights is agreed upon by the parties or prescribed by law, but up to the end of the first usufruct's life if the usufructuary is an individual and until the legal entity ceases to exist, but up to 30 years if the first usufructuary is a legal entity.

The usufructuary has the right to lease the usufruct within the period specified in Clause 1 of this Article.

Article 261. Rights of the usufructuary

Exploit, use, and collect benefits and income from the object of usufruct rights yourself or allow others.

Request the property owner to perform the obligation to repair the property as prescribed in Clause 4, Article 263 of this Code; In case of performing obligations on behalf of the property owner, you have the right to request the property owner to reimburse expenses.

Lease of usufruct rights over property.

Article 262. Obligations of the usufructuary

Receive assets in their current condition and register them if required by law.

Exploit assets in accordance with the use and purpose of the assets.

Preserve and preserve assets as if they were your own.

Maintain and repair assets periodically to ensure normal use; restore the condition of the property and overcome negative consequences on the property due to failure to properly perform its obligations in accordance with technical requirements or according to customs on property preservation.

Return the property to the owner at the end of the usufruct term.

Article 263. Rights and obligations of property owners

Dispose of property but must not change the established usufruct rights.

Request the Court to revoke usufruct rights in cases where the usufructuary seriously violates its obligations.

Do not obstruct or perform other acts that cause difficulties or infringe upon the legitimate rights and interests of the usufructuary.

Carry out the obligation to repair assets to ensure that there is no significant deterioration leading to the asset being unusable or losing the entire use and value of the asset.

Article 264. Right to enjoy fruits and profits

The usufructuary has the right to own the fruits and profits earned from the property that is the subject of the usufruct right during the period this right is in effect.

In case the usufruct right terminates without the due date for collecting the benefits or profits, then when the due date for collecting the benefits or profits comes, the usufructuary will enjoy the value of the benefits and profits earned corresponding to the time he or she has the right to enjoy the use.

Article 265. Termination of usufruct rights

Usufruct rights terminate in the following cases:

The term of usufruct has expired.

According to the agreement of the parties.

The usufructuary becomes the owner of the property that is the subject of usufruct rights.

The usufructuary waives or fails to exercise the usufruct right within the time limit prescribed by law.

The property that is the subject of usufruct rights no longer exists.

According to the Court's decision.

Other grounds as prescribed by law.

Article 266. Return of property upon termination of usufruct rights

Property that is subject to usufruct rights must be returned to the owner upon termination of usufruct rights, unless otherwise agreed upon or otherwise provided for by law.

Section 3. SURFACE RIGHTS

Article 267. Surface rights

Surface rights are the rights of a subject to the ground, water surface, space above the ground, water surface and underground where that land use right belongs to another subject.

Article 268. Grounds for establishing surface rights

Superficial rights are established according to the provisions of law, by agreement or by will.

Article 269. Effect of surface rights

Surface rights take effect from the moment the subject with land use rights transfers the ground, water surface, space above the ground, water surface and underground to the subject with surface rights, unless otherwise agreed or otherwise provided by relevant laws.

Surface rights are valid for all individuals and legal entities, unless otherwise provided by relevant laws.

Article 270. Term of surface rights

The term of surface rights is determined according to the provisions of law, agreement or will but does not exceed the term of land use rights.

In case the agreement or will does not specify the term of the surface right, each party has the right to terminate this right at any time but must notify the other party in writing at least 6 months in advance.

Article 271. Content of surface rights

The holder of surface rights has the right to exploit and use the ground, water surface, space above the ground, water surface and underground under the land use rights of others to build works, plant trees, and cultivate, but not contrary to the provisions of this Code, the laws on land, construction, planning, natural resources, minerals and other relevant laws.

The surface right holder has ownership rights to the property created according to the provisions of Clause 1 of this Article.

In case surface rights are partially or completely transferred, the transferee will inherit the surface rights according to the conditions and within the scope corresponding to the transferred surface rights.

Article 272. Termination of surface rights

Surface rights terminate in the following cases:

The term for enjoying surface rights has expired.

The subject with surface rights and the subject with land use rights are one.

The subject with the surface right waives his or her right.

Land use rights with surface rights are revoked according to the provisions of the Land Law.

According to the agreement of the parties or according to the provisions of law.

Article 273. Handling of property when surface rights terminate

When surface rights terminate, the surface rights holder must return the ground, water surface, space above the ground, water surface and underground to the holder of land use rights according to agreement or according to the provisions of law.

The surface right holder must dispose of his/her owned assets before the surface right terminates, unless otherwise agreed.

In case the surface right holder does not dispose of the property before the surface right terminates, the ownership of that property belongs to the holder of the land use right from the time the surface right terminates, unless the holder of the land use right does not receive the property.

In case the subject with land use rights does not receive the property but must dispose of the property, the subject with surface rights must pay the cost of disposing of the property.

Part three

OBLIGATIONS AND CONTRACTS

Section 1. BASIS OF ARISING AND OBJECTS OF OBLIGATIONS

Article 274. Obligations

An obligation is an act whereby one or more subjects (hereinafter collectively referred to as the obligor) must transfer objects, transfer rights, pay money or valuable papers, perform work or not perform certain work for the benefit of one or more other subjects (hereinafter collectively referred to as the obligee).

Article 275. Basis for arising obligations

Obligations arise from the following grounds:

Contract.

Unilateral legal action.

Performing work without authorization.

Possess, use property or benefit from property without legal basis.

Causing damage due to illegal acts.

Other grounds are prescribed by law.

Article 276. Object of obligation

The object of the obligation is the property or work that must be performed or not performed.

The object of the obligation must be determined.

Section 2. PERFORMANCE OF OBLIGATIONS

Article 277. Place of performance of obligations

The location for performance of obligations is agreed upon by the parties.

In case there is no agreement, the place of performance of the obligation is determined as follows:

a) Where the real estate is located, if the object of the obligation is real estate;

b) Place of residence or head office of the obligee, if the object of the obligation is not real estate.

When the obligee changes its place of residence or headquarters, it must notify the obligee and must bear the increased costs due to the change of residence or headquarters, unless otherwise agreed.

Article 278. Time limit for performance of obligations

The time limit for performing obligations is agreed upon by the parties, according to the provisions of law or according to the decision of a competent authority.

The obligor must perform the obligation on time, unless otherwise prescribed by this Code or other relevant laws.

In case the obligor has voluntarily performed the obligation before the deadline and the obligee has accepted the performance of the obligation, the obligation is considered to have been completed on time.

In case the time limit for performing the obligation cannot be determined as prescribed in Clause 1 of this Article, each party may perform the obligation or request the performance of the obligation at any time but must notify the other party a reasonable period of time in advance.

Article 279. Fulfillment of the obligation to hand over objects

The party obligated to deliver the object must preserve and preserve the object until delivery.

When the object to be delivered is a specific object, the obligated party must deliver that exact object and in the correct condition as committed; If it is an object of the same type, it must be delivered in the correct quantity and quality as agreed. If there is no agreement on quality, it must be delivered with average quality; If it is a synchronous object, it must be delivered synchronously.

The obligated party must bear all costs of delivering the object, unless otherwise agreed.

Article 280. Fulfillment of payment obligations

The payment obligation must be fulfilled in full, on time, at the agreed place and by the agreed method.

Payment obligations include interest on principal, unless otherwise agreed.

Article 281. Obligation to perform or not to perform a task

The obligation to perform a task is the obligation under which the obligated party must perform that task correctly.

An obligation not to perform a task is an obligation under which the obligee must not perform that task.

Article 282. Periodic performance of obligations

Obligations are performed periodically according to agreements, provisions of law or decisions of competent authorities.

Late performance of obligations each period is also considered late performance of obligations.

Article 283. Performance of obligations through a third person

With the consent of the obligee, the obligee may authorize a third person to perform the obligation on his/her behalf but must still be responsible to the obligee if the third person fails to perform or improperly performs the obligation.

Article 284. Fulfillment of conditional obligations

In case the parties have an agreement or the law has regulations on conditions for performing obligations, when the conditions arise, the obligor must perform.

In case the condition does not occur or occurs due to the influence of one party, the provisions of Clause 2, Article 120 of this Code shall apply.

Article 285. Fulfillment of obligations with subjects of their own choice

An obligation with an optional object is an obligation in which the object is one of many different assets or tasks and the obligee can choose at will, unless there is an agreement or the law provides that the right of choice is reserved for the obligee.

The obligee must notify the obligee of the property or work selected to perform the obligation. In case the obligee has determined the time limit for performing the selected obligation, the obligee must complete it on time.

In case there is only one asset or one job left, the obligor must hand over that asset or perform that job.

Article 286. Performance of replaceable obligations

A replaceable obligation is an obligation in which the obligee cannot perform the original obligation and can perform another obligation accepted by the obligee to replace that obligation.

Article 287. Performance of separate obligations

When many people perform the same obligation, but each person has a certain and separate part of the obligation, each person must only perform his or her part of the obligation.

Article 288. Fulfillment of joint obligations

A joint obligation is an obligation that must be performed by many people and the obligee can require any of the obligors to perform the entire obligation.

In case a person has performed all of his/her obligations, he/she has the right to request other persons with joint obligations to perform their portion of their joint obligations to him/her.

In case the obligee has appointed one of the joint obligors to perform the entire obligation, but then exempts that person, the remaining persons are also exempt from performing the obligation.

In case the obligee only exempts one of the joint obligors from performing his/her part of the obligation, the remaining persons must still jointly perform their part of the obligation.

Article 289. Fulfillment of obligations towards many people with related rights

An obligation owed to multiple obligees is an obligation under which each of the obligees can require the obligor to perform the entire obligation.

The obligor may perform its obligations to any of the persons with related rights.

In case one of the persons with joint rights exempts the obligor from performing part of the obligation towards him or her, the obligor must still perform the remaining part of the obligation towards the other persons with joint rights.

Article 290. Implementation of divisible obligations according to parts

A divisible obligation is an obligation whose object can be divided into parts for performance.

The obligor may perform partial obligations, unless otherwise agreed.

Article 291. Performance of obligations that cannot be divided into parts

An indivisible obligation is an obligation whose object must be performed at the same time.

In case many people have to perform an obligation that cannot be divided into parts, they must perform the obligation at the same time.

Section 3. GUARANTEED PERFORMANCE OF OBLIGATIONS

Subsection 1. GENERAL PROVISIONS

Article 292. Measures to ensure performance of obligations

Measures to ensure the performance of obligations include:

Pledge assets.

Mortgage of property.

Deposit.

Sign a bet.

Escrow.

Ownership reserved.

Guarantee.

Trust.

Holding property.

Article 293. Scope of guaranteed obligations

Obligations may be partially or fully guaranteed by agreement or by law; If there is no agreement and the law does not stipulate the scope of the guarantee, the obligation is considered fully guaranteed, including the obligation to pay interest, fines and compensation for damages.

The secured obligation can be a present obligation, future obligation or conditional obligation.

In case of guaranteeing future obligations, the obligations formed during the guarantee period are guaranteed obligations, unless otherwise agreed.

Article 294. Guarantee for performance of future obligations

In case of ensuring the performance of obligations in the future, the parties have the right to specifically agree on the scope of guaranteed obligations and the duration of performance of the guaranteed obligations, unless otherwise prescribed by law.

When a future obligation is created, the parties do not have to re-establish security for that obligation.

Article 295. Collateral

The secured property must belong to the securing party, except in the case of a lien or reservation of ownership.

Collateral may be generally described, but must be identifiable.

Collateral assets can be existing assets or assets formed in the future.

The value of the collateral may be greater than, equal to, or less than the value of the guaranteed obligation.

Article 296. One asset is used to secure the performance of many obligations

An asset can be used to secure the performance of multiple obligations, if its value at the time of establishing the secured transaction is greater than the total value of the secured obligations, unless otherwise agreed or otherwise prescribed by law.

In case an asset is secured for the performance of multiple obligations, the securing party must notify the later secured party that the secured asset is being used to secure the performance of another obligation. Each warranty must be in writing.

In case assets must be handled to fulfill a due obligation, other obligations that have not yet become due are considered due and all parties receiving security are allowed to participate in handling the assets. The secured party who has notified of the disposal of the assets is responsible for disposing of the assets, if the secured parties have not agreed otherwise.

In case the parties want to continue performing undue obligations, they can agree on the securing party using other assets to ensure the performance of undue obligations.

Article 297. Effect against third parties

The security measure becomes effective against a third person from the time the security measure is registered or the secured party holds or occupies the secured asset.

When a security measure becomes effective against a third person, the secured party has the right to recourse to the secured property and the right to make payment according to the provisions of Article 308 of this Code and other relevant laws.

Article 298. Registration of security interests

Security measures are registered according to the agreement or according to the provisions of law.

Registration is a condition for a secured transaction to be effective only in cases where it is required by law.

In case it is registered, the security measure becomes effective against third parties from the time of registration.

The registration of security interests is carried out in accordance with the law on registration of security interests.

Article 299. Cases of handling collateral

When the guaranteed obligation is due, the obligor fails to perform or improperly performs the obligation.

The obligor must perform the guaranteed obligation before the deadline due to breach of obligations under the agreement or according to the provisions of law.

Other cases agreed upon by the parties or prescribed by law.

Article 300. Notice of disposal of collateral

Before disposing of the secured assets, the secured party must notify in writing within a reasonable period of disposal of the secured assets to the securing party and other co-secured parties.

For secured assets that are at risk of being damaged, leading to a decrease in value or total loss of value, the secured party has the right to handle it immediately, and must notify the securing party and other secured parties about the disposal of that asset.

In case the secured party fails to notify the disposal of the secured property as prescribed in Clause 1 of this Article and causes damage, it must compensate the securing party and other secured parties.

Article 301. Delivery of collateral for settlement

The person holding the secured property has the obligation to hand over the secured property to the secured party for disposal in one of the cases specified in Article 299 of this Code.

In case the person holding the property does not hand over the property, the secured party has the right to request a court settlement, unless the relevant law provides otherwise.

Article 302. Right to receive back secured property

Before the time of disposal of the secured asset, if the securing party fully performs its obligations to the secured party and pays expenses arising from the delay in performing its obligations, it has the right to receive that asset back, unless otherwise prescribed by law.

Article 303. Methods of handling pledged and mortgaged assets

The securing party and the secured party have the right to agree on one of the following methods of handling the pledged or mortgaged assets:

a) Auction of assets;

b) The secured party sells the property itself;

c) The secured party receives the property itself as a substitute for the performance of the securing party's obligations;

d) Other methods.

In case there is no agreement on the method of handling collateral assets as prescribed in Clause 1 of this Article, the assets will be auctioned, unless otherwise prescribed by law.

Article 304. Sale of pledged and mortgaged property

The auction of pledged and mortgaged assets is carried out in accordance with the law on asset auctions.

The self-sale of pledged or mortgaged assets by the secured party shall be carried out in accordance with the regulations on asset sales in this Code and the following provisions:

a) Payment of money obtained from the disposal of assets shall be carried out in accordance with the provisions of Article 307 of this Code;

b) After the results of the asset sale are obtained, the asset owner and the party with the right to dispose of the asset must carry out the procedures prescribed by law to transfer ownership of the asset to the asset purchaser.

Article 305. Receiving the secured assets as a substitute for the performance of the securing party's obligations

The secured party has the right to receive the secured assets as a substitute for the performance of the securing party's obligations if agreed upon when establishing the secured transaction.

In case there is no agreement as prescribed in Clause 1 of this Article, the secured party may only receive the secured property itself as a substitute for the performance of the obligation when the securing party agrees in writing.

In case the value of the secured asset is greater than the value of the secured obligation, the secured party must pay the difference to the securing party; In case the value of the secured asset is less than the value of the secured obligation, the unpaid obligation becomes an unsecured obligation.

The securing party is obliged to carry out procedures for transferring property ownership to the secured party in accordance with the provisions of law.

Article 306. Valuation of collateral

The securing party and the secured party have the right to agree on the price of the secured assets or determine the price through an asset valuation organization when handling the secured assets.

In case there is no agreement, the assets will be valued through an asset valuation organization.

The valuation of collateral assets must be objective and consistent with market prices.

The valuation organization must compensate for damages if there is an illegal act that causes damage to the securing party or the secured party during the process of valuing the secured assets.

Article 307. Payment of money obtained from the disposal of pledged or mortgaged assets

The amount of money obtained from the disposal of pledged or mortgaged assets after paying the costs of preserving, seizing and handling the pledged or mortgaged assets shall be paid in the order of priority specified in Article 308 of this Code.

In case the amount of money obtained from handling the pledged or mortgaged assets after paying the costs of preserving, seizing and handling the pledged or mortgaged assets is greater than the value of the secured obligation, the difference must be paid to the securing party.

In case the amount of money obtained from handling the pledged or mortgaged assets after paying the costs of preserving, seizing and handling the pledged or mortgaged assets is less than the value of the secured obligation, the unpaid obligation is determined to be an unsecured obligation, unless the parties have agreed to add collateral. The secured party has the right to request the party with the secured obligation to perform the unpaid obligation.

Article 308. Order of payment priority between parties receiving secured assets

When an asset is used to secure the performance of multiple obligations, the order of payment priority between the parties receiving security is determined as follows:

a) In case all security measures have adverse effects on third parties, the order of payment is determined according to the order of establishing adverse effects;

b) In case there is a security measure that has adverse effect on a third person and there is a security measure that does not give rise to an adverse effect on a third person, the obligation to have a security measure that has an adverse effect on the third person shall be paid first;

c) In case the security measures do not have adverse effect on third parties, the order of payment is determined according to the order of establishment of the security measures.

The payment priority order specified in Clause 1 of this Article may be changed if the parties receiving security agree to change the payment priority order for each other. The subrogating party has priority in payment only within the scope of the guarantee of the party to which it subrogates.

Subsection 2. Pledge of assets

Article 309. Pledge of property

Pledge of property is the act of one party (hereinafter referred to as the pledgor) handing over property under its ownership to the other party (hereinafter referred to as the pledgee) to ensure the performance of obligations.

Article 310. Effect of mortgage of property

A property mortgage contract takes effect from the time of conclusion, unless otherwise agreed or otherwise provided by law.

A mortgage of property is effective against a third person from the time the mortgagee holds the mortgaged property.

In case real estate is the subject of a mortgage according to the provisions of law, the mortgage of real estate is effective against third parties from the time of registration.

Article 311. Obligations of the mortgagee

Deliver the mortgaged property to the mortgagee according to the agreement.

Notify the mortgagee of the third party's rights to the mortgaged property, if any; In case of failure to notify, the mortgagee has the right to cancel the mortgage contract and request compensation for damages or maintain the contract and accept the third party's rights to the mortgaged property.

Pay the mortgagee reasonable expenses to preserve the mortgaged property, unless otherwise agreed.

Article 312. Rights of the mortgagee

Request the pledgee to terminate the use of the pledged property in the case specified in Clause 3, Article 314 of this Code if, due to use, the pledged property is at risk of losing value or decreasing in value.

Request the mortgagee to return the mortgaged property and related documents, if any, when the obligation secured by the mortgage ends.

Request the mortgagee to compensate for damage caused to the mortgaged property.

To sell, replace, exchange or donate the mortgaged property if agreed by the mortgagee or according to the provisions of law.

Article 313. Obligations of the mortgagee

Preserving and preserving mortgaged assets; If the pledged property is lost, mislaid or damaged, the pledgor must compensate for the damage.

Do not sell, exchange, donate or use pledged assets to secure the performance of other obligations.

Do not lease, lend, exploit, enjoy yields or income from the mortgaged property, unless otherwise agreed.

Return the mortgaged property and related documents, if any, when the obligation secured by the mortgage terminates or is replaced by another security measure.

Article 314. Rights of the mortgagee

Request the person who is illegally possessing or using the mortgaged property to return that property.

Handle mortgaged assets according to the agreed method or according to the provisions of law.

To rent, lend, exploit the use of the mortgaged property and enjoy the yields and income from the mortgaged property, if agreed upon.

Be paid reasonable costs for preserving the pledged property when returning the property to the pledgor.

Article 315. Termination of mortgage of property

Pledge of property terminates in the following cases:

The obligation secured by the mortgage terminates.

The mortgage of property is canceled or replaced by another security measure.

The mortgaged property has been processed.

According to the agreement of the parties.

Article 316. Return of mortgaged property

When the mortgage of property is terminated according to the provisions of Clauses 1 and 2, Article 315 of this Code or according to the agreement of the parties, the mortgaged property and documents related to the mortgaged property will be returned to the pledgor. Yields and income earned from the mortgaged property are also returned to the mortgagor, unless otherwise agreed.

Subsection 3. MORTGAGE OF PROPERTY

Article 317. Mortgage of property

Mortgage of property is when one party (hereinafter referred to as the mortgagor) uses property owned by him or her to secure the performance of an obligation and does not hand over the property to the other party (hereinafter called the mortgagee).

The mortgaged property is held by the mortgagor. The parties can agree to let a third person keep the mortgaged property.

Article 318. Mortgaged property

In case of mortgage of all real estate or movable property with ancillary items, the ancillary items of that real estate or movable property are also part of the mortgaged property, unless otherwise agreed.

In case a portion of real estate or movable property has ancillary items, the accessory items attached to that property belong to the mortgaged property, unless otherwise agreed.

In case of mortgage of land use rights and the assets attached to the land are owned by the mortgagor, the assets attached to the land also belong to the mortgaged assets, unless otherwise agreed.

In case the mortgaged property is insured, the mortgagee must notify the insurance organization that the insured property is being used as mortgage. The insurance organization pays insurance money directly to the mortgagee when an insured event occurs.

In case the mortgagee does not notify the insurance organization that the insured property is being used as mortgage, the insurance organization will pay the insurance money according to the insurance contract and the mortgagor is obliged to pay the mortgagee.

Article 319. Effect of mortgage of property

A property mortgage contract takes effect from the time of conclusion, unless otherwise agreed or otherwise provided by law.

A mortgage of property takes effect against a third person from the time of registration.

Article 320. Obligations of the mortgagor

Hand over documents related to mortgaged assets in case the parties have agreed, unless otherwise prescribed by law.

Preserve and preserve mortgaged assets.

Apply necessary measures to overcome, including stopping the exploitation of the use of the mortgaged property if due to such exploitation the mortgaged property is at risk of losing value or decreasing in value.

When the mortgaged property is damaged, within a reasonable time the mortgagor must repair it or replace it with another property of equivalent value, unless otherwise agreed.

Provide information about the current status of the mortgaged property to the mortgagee.

Deliver the mortgaged property to the mortgagee for disposal when falling into one of the cases of disposal of secured property specified in Article 299 of this Code.

Notify the mortgagee of the third party's rights to the mortgaged property, if any; In case of failure to notify, the mortgagee has the right to cancel the mortgage contract and request compensation for damages or maintain the contract and accept the third party's rights to the mortgaged property.

Do not sell, replace, exchange or donate mortgaged property, except for the cases specified in Clauses 4 and 5, Article 321 of this Code.

Article 321. Rights of the mortgagor

Exploit the uses and enjoy the yields and income from the mortgaged assets, except in cases where the yields and profits are also mortgaged assets according to the agreement.

Invest to increase the value of mortgaged assets.

Receive back the mortgaged property held by a third person and documents related to the mortgaged property kept by the mortgagee when the obligation secured by the mortgage terminates or is replaced by another security measure.

To sell, replace, or exchange mortgaged assets, if those assets are goods circulating in the production and business process. In this case, the right to request the buyer to pay money, proceeds, assets formed from proceeds, assets replaced or exchanged become collateral.

In case the mortgaged property is a warehouse, the mortgagor has the right to replace the goods in the warehouse, but must ensure that the value of the goods in the warehouse is as agreed.

To sell, exchange, or donate mortgaged assets that are not goods circulated in the production or business process, if agreed by the mortgagee or according to the provisions of law.

You are allowed to rent or lend mortgaged property but must notify the lessee or borrower that the leased or loaned property is being used as mortgage and must notify the mortgagee.

Article 322. Obligations of the mortgagee

Return documents to the mortgagor after terminating the mortgage in cases where the parties agree that the mortgagee keeps documents related to the mortgaged property.

Carry out procedures for handling mortgaged assets in accordance with the provisions of law.

Article 323. Rights of the mortgagee

Directly review and inspect the mortgaged assets, but must not obstruct or cause difficulties in the formation, use, and exploitation of the mortgaged assets.

Require the mortgagor to provide information about the actual condition of the mortgaged property.

Require the mortgagor to apply necessary measures to preserve assets and asset value in case there is a risk of loss of value or decrease in value of assets due to exploitation and use.

Carry out mortgage registration according to the provisions of law.

Require the mortgagor or third person holding the mortgaged property to hand over the property to him or her for disposal when the mortgagor fails to perform or improperly performs the obligation.

Keep documents related to mortgaged assets in case the parties have agreed, unless otherwise prescribed by law.

Handling mortgaged assets in cases specified in Article 299 of this Code.

Article 324. Rights and obligations of the third person holding the mortgaged property

The third person holding the mortgaged property has the following rights:

a) To exploit the uses of the mortgaged property, if agreed upon;

b) Receive remuneration and expenses for preserving and preserving the mortgaged property, unless otherwise agreed.

The third person holding the mortgaged property has the following obligations:

a) Preserve and preserve mortgaged assets; If you lose the mortgaged property, lose its value or reduce the value of the mortgaged property, you must compensate;

b) Do not continue to exploit the use of the mortgaged property if continued exploitation risks losing or reducing the value of the mortgaged property;

c) Return the mortgaged property to the mortgagee or mortgagee as agreed or prescribed by law.

Article 325. Mortgage of land use rights without mortgaging assets attached to the land

In case of mortgage of land use rights without mortgaging assets attached to the land and the land user is also the owner of assets attached to the land, the handled assets include assets attached to the land, unless otherwise agreed.

In case of mortgage of land use rights and the land user is not also the owner of assets attached to the land, when handling the land use rights, the owner of assets attached to the land may continue to use the land within the scope of their rights and obligations; The rights and obligations of the mortgagor in relation to the owner of assets attached to land are transferred to the transferee of land use rights, unless otherwise agreed.

Article 326. Mortgage of assets attached to land without mortgage of land use rights

In case of mortgage of only assets attached to land without mortgage of land use rights and the owner of assets attached to land is also the land user, the handled assets include land use rights, unless otherwise agreed.

In cases where only assets attached to land are mortgaged but not land use rights and the owner of assets attached to land is not also the land user, when disposing of assets attached to land, the transferee of ownership of assets attached to land may continue to use the land within the scope of the rights and obligations of the owner of assets attached to the transferred land, unless otherwise agreed.

Article 327. Termination of mortgage of property

Property mortgage terminates in the following cases:

The obligation secured by the mortgage terminates.

The mortgage of property is canceled or replaced by another security measure.

Collateral has been processed.

According to the agreement of the parties.

Subsection 4. DEPOSIT, BETTING, ESCROW

Article 328. Deposit

A deposit is when one party (hereinafter referred to as the depositing party) delivers to the other party (hereinafter referred to as the deposit receiving party) a sum of money or precious metals, gemstones or other valuable objects (hereinafter referred to as deposit assets) for a period of time to ensure the conclusion or performance of a contract.

In case the contract is concluded and performed, the deposited assets will be returned to the depositor or deducted to fulfill the payment obligation; If the depositing party refuses to enter into and perform the contract, the deposited property belongs to the deposit receiving party; If the deposit receiving party refuses to enter into or perform the contract, it must return to the depositing party the deposited property and an amount equivalent to the value of the deposited property, unless otherwise agreed.

Article 329. Bet signing

Escrow is when the lessee of a movable asset gives the lessor a sum of money or precious metals, gemstones or other valuable objects (hereinafter referred to as collateral) within a period of time to ensure the return of the leased asset.

In case the leased property is returned, the lessee will receive the escrow property back after paying the rent; If the lessee does not return the leased property, the lessor has the right to reclaim the leased property; If the leased property is no longer available for return, the escrow property belongs to the lessor.

Article 330. Deposit

Escrow is when the obligated party deposits a sum of money, precious metals, gemstones or valuable papers into a blocked account at a credit institution to ensure the performance of the obligation.

In case the obligor fails to perform or improperly performs the obligation, the obligee will receive payment from the credit institution where the deposit is made and compensate for damages caused by the obligor, after deducting service costs.

Sending and payment procedures are carried out in accordance with the provisions of law.

Subsection 5. RESERVATION OF OWNERSHIP RIGHTS

Article 331. Reservation of ownership rights

In a sales contract, property ownership may be reserved by the seller until the payment obligation is fully fulfilled.

Reservation of ownership must be made in a separate document or included in the sales contract.

Reservation of ownership takes effect against third parties from the time of registration.

Article 332. Right to reclaim property

In case the buyer does not fulfill its payment obligation to the seller as agreed, the seller has the right to reclaim the property. The seller refunds to the buyer the amount the buyer paid after deducting the value of depreciation of the asset due to use. In case the buyer loses or damages property, the seller has the right to request compensation for the damage.

Article 333. Rights and obligations of the asset purchaser

Use the property and enjoy the benefits and income from the property during the effective period of ownership retention.

Bear the risks of the property during the ownership retention period, unless otherwise agreed.

Article 334. Termination of reservation of ownership rights

Reservation of ownership rights terminates in the following cases:

The payment obligation to the seller has been fulfilled.

The seller receives the property back with title reserved.

According to the agreement of the parties.

Subsection 6. GUARANTEE

Article 335. Guarantee

A guarantee is a commitment by a third person (hereinafter referred to as the guarantor) to the obligee (hereinafter referred to as the guaranteed party) to perform the obligation on behalf of the obligee (hereinafter referred to as the guaranteed party), if when the deadline for performing the obligation comes, the guaranteed party fails to perform or performs the obligation incorrectly.

The parties can agree that the guarantor must only perform the obligation on behalf of the guaranteed party in case the guaranteed party is unable to perform the guaranteed obligation.

Article 336. Scope of guarantee

The guarantor may commit to guarantee part or all of the obligations of the guaranteed party.

Guarantee obligations include interest on principal, fines, compensation for damages, and interest on late payment amounts, unless otherwise agreed.

The parties can agree to use property security to ensure the performance of guarantee obligations.

In case the guaranteed obligation is an obligation arising in the future, the scope of the guarantee does not include obligations arising after the guarantor dies or the guaranteeing legal entity ceases to exist.

Article 337. Remuneration

The guarantor is entitled to remuneration if the guarantor and the guaranteed party have an agreement.

Article 338. Multiple people co-guarantee

When many people jointly guarantee an obligation, they must jointly perform the guarantee, unless there is an agreement or the law provides for guarantee in independent parts; The obligee may require any of the joint guarantors to perform the entire obligation.

When one of the joint guarantors has performed all obligations on behalf of the guaranteed party, he/she has the right to request the remaining guarantors to perform their obligations to him/her.

Article 339. Relationship between the guarantor and the guarantee recipient

In case the guaranteed party fails to perform or improperly performs its obligations, the guaranteed party has the right to request the guarantor to perform the guaranteed obligation, unless the parties have an agreement that the guarantor must only perform the obligation on behalf of the guaranteed party in case the guaranteed party is unable to perform the obligation.

The guaranteed party may not request the guarantor to perform the obligation on behalf of the guaranteed party when the obligation has not yet become due.

The guarantor does not have to fulfill the guarantee obligation in cases where the guarantee recipient can offset the obligation with the guaranteed party.

Article 340. Claim rights of the guarantor

The guarantor has the right to request the guaranteed party to perform its obligations to it within the scope of the guaranteed obligations already performed, unless otherwise agreed.

Article 341. Exemption from performance of guarantee obligations

In case the guarantor must perform the guarantee obligation and the guarantee recipient exempts the guarantor from performing the obligation, the guaranteed party does not have to perform the obligation towards the guarantee recipient, unless otherwise agreed upon or otherwise provided by law.

In case only one of many joint guarantors is exempted from performing his or her part of the guarantee obligation, the others must still perform their guarantee obligations.

In case one of the recipients of the joint guarantee exempts the guarantor from performing its obligations to him, the guarantor must still perform the remaining obligations to the remaining recipients of the joint guarantee.

Article 342. Civil liability of the guarantor

In case the guaranteed party fails to perform or improperly performs the obligation, the guarantor must perform that obligation.

In case the guarantor fails to properly perform the guarantee obligation, the guarantee recipient has the right to request the guarantor to pay the value of the breached obligation and compensate for damages.

Article 343. Termination of guarantee

The guarantee terminates in the following cases:

The guaranteed obligation ends.

The guarantee is canceled or replaced by another security measure.

The guarantor has performed the guarantee obligation.

According to the agreement of the parties.

Subsection 7. TRUST

Article 344. Guaranteed by trust of socio-political organizations

Grassroots socio-political organizations can guarantee by trust for poor individuals and households to borrow a sum of money at credit institutions for production, business and consumption according to the provisions of law.

Article 345. Form and content of trust

Loans secured by trust must be made in writing with confirmation from the socio-political organization securing the trust on the conditions and circumstances of the borrower.

The unsecured security agreement must be specific about the amount, purpose, loan term, interest rate, rights, obligations and responsibilities of the borrower, the lending credit institution and the socio-political organization securing the unsecured trust.

Subsection 8. HOLDING OF ASSETS

Article 346. Lien of property

Lien of property means that the obligee (hereinafter referred to as the lien party) who is legally holding the property that is the subject of a bilateral contract is allowed to seize the property in case the obligor fails to perform or improperly performs the obligation.

Article 347. Establishment of property lien

Lien on assets arises from the time the obligation is due but the obligor fails to perform or performs the obligation incorrectly.

A lien on property takes effect against a third person from the moment the lienholder takes possession of the property.

Article 348. Rights of the lienholder

Require the obligor to fully perform the obligations arising from the bilateral contract.

Require the obligated party to pay necessary expenses for preserving and preserving the mortgaged property.

To exploit the mortgaged property to collect yields and income if the obligor agrees.

The value of the exploitation of the mortgaged property is offset against the value of the obligor's obligations.

Article 349. Obligations of the lienholder

Preserve and preserve mortgaged assets.

The condition of the lien may not be changed.

Do not transfer or use the mortgaged property without the consent of the obligor.

Return the lien property when the obligation has been performed.

Compensate for lost or damaged property.

Article 350. Termination of lien

Lien on property terminates in the following cases:

The lienholder no longer physically occupies the property.

The parties agree to use other security measures to replace lien.

The obligation has been fulfilled.

The liens are no longer available.

According to the agreement of the parties.

Section 4. CIVIL LIABILITY

Article 351. Civil liability due to breach of obligations

If the party with the obligation violates the obligation, he or she must bear civil liability to the party with the right.

Breach of obligation is the failure of the obligor to perform the obligation on time, to perform the obligation incompletely, or to perform the content of the obligation incorrectly.

In case the obligor fails to properly perform its obligations due to a force majeure event, it is not subject to civil liability, unless otherwise agreed or otherwise provided by law.

The obligee is not civilly liable if it can be proven that the failure to perform the obligation is entirely due to the obligee's fault.

Article 352. Responsibility to continue performing obligations

When the obligor fails to properly perform its obligations, the obligee may request the obligor to continue performing the obligation.

Article 353. Delay in performance of obligations

Late performance of an obligation is an obligation that has not been performed or is only partially performed when the time limit for performing the obligation has expired.

The party who is late in performing the obligation must immediately notify the obligee of the failure to perform the obligation on time.

Article 354. Postponement of obligations

When it is impossible to perform an obligation on time, the obligor must immediately notify the obligee and request to postpone the performance of the obligation.

In case of failure to notify the obligee, the obligee must compensate for any damages incurred, unless otherwise agreed or due to objective reasons that cannot be notified.

The obligee may postpone the performance of the obligation, if so agreed by the obligee. The performance of an obligation when postponed is still considered to be performed on time.

Article 355. Delay in accepting the performance of obligations

Delay in accepting the performance of an obligation is when the obligee has performed the obligation but the obligee does not accept the performance of that obligation.

In case of delay in receiving the object of the obligation, which is property, the obligor may deposit the property at the place of deposit or apply other necessary measures to preserve the property and has the right to request payment of reasonable expenses. In case the property is kept, the obligee must immediately notify the obligee.

For assets at risk of damage, the obligor has the right to sell the asset and must immediately notify the obligee and pay the obligee the proceeds from the sale of the asset after deducting reasonable expenses for preserving and selling that asset.

Article 356. Liability for failure to perform the obligation to deliver objects

In case the obligation to hand over a specific object is not fulfilled, the violated party has the right to request the violating party to hand over that exact object; If the item no longer exists or is damaged, the value of the item must be paid.

In case the obligation to hand over an object of the same type is not fulfilled, the aggrieved party has the right to request the violating party to hand over another object of the same type; If there is no other item of the same type to replace it, the value of the item must be paid.

In case the violation of the obligations specified in Clauses 1 and 2 of this Article causes damage to the violated party, the violating party must compensate for the damage.

Article 357. Liability for late performance of payment obligations

In case the obligated party is late in paying, that party must pay interest on the late payment amount corresponding to the late payment period.

The interest rate arising from late payment is determined by agreement of the parties but must not exceed the interest rate specified in Clause 1, Article 468 of this Code; If there is no agreement, the provisions of Clause 2, Article 468 of this Code shall comply.

Article 358. Liability for failure to perform or failure to perform a task

In case the obligated party fails to perform a task that it must perform, the obligee may request the obligated party to continue performing it or perform it themselves or assign another person to perform the task and request the obligated party to pay reasonable expenses and compensate for damages.

When the obligor is not allowed to perform a task but instead performs it, the obligee has the right to request the obligor to stop the performance, restore the original state and compensate for damages.

Article 359. Liability due to delay in accepting the performance of obligations

The obligee who delays in accepting the performance of the obligation, causing damage to the obligee, must compensate that party for the damage and must bear all risks and costs arising from the time of delayed acceptance, unless otherwise prescribed by law.

Article 360. Liability to compensate for damage due to breach of obligations

In case there is damage caused by a breach of obligation, the obligated party must compensate for all damage, unless otherwise agreed or otherwise provided by law.

Article 361. Damages due to breach of obligations

Damages due to breach of duty include material damage and mental damage.

Physical damage is actual physical loss that can be determined, including loss of property, reasonable costs to prevent, limit, and repair damage, and actual lost or reduced income.

Mental damage is mental loss due to violation of a subject's life, health, honor, dignity, reputation and other personal interests.

Article 362. Obligation to prevent and limit damage

The obligee must apply necessary and reasonable measures to prevent damage from occurring or to limit its damage.

Article 363. Compensation in case the aggrieved party is at fault

In case of breach of obligation and damage that is partly due to the fault of the violated party, the violating party must only compensate for damages corresponding to the extent of its fault.

Article 364. Errors in civil liability

Errors in civil liability include intentional errors and unintentional errors.

Intentional fault is the case where a person clearly knows that his or her behavior will cause damage to others but still does it and desires it or, although he does not want it, allows the damage to occur.

Inadvertent error is a case where a person does not foresee that his or her conduct is likely to cause damage, even though he or she must know or can foresee that the damage will occur, or foresees that his or her conduct is likely to cause damage, but thinks that the damage will not occur or can be prevented.

Section 5. TRANSFER OF CLAIM RIGHTS AND TRANSFER OF OBLIGATIONS

Article 365. Transfer of right to request

The party with the right to request performance of an obligation may transfer that right to request to the assignee according to agreement, except in the following cases:

a) The right to request support and compensation for damages due to infringements on life, health, honor, dignity, and reputation;

b) The obligee and the obligee have an agreement or the law stipulates that the right to request is not transferred.

When the party with the right to request transfers the right to request to the subrogator, the subrogator becomes the party with the right to request. The transfer of the right to demand does not require the consent of the obligee.

The person transferring the right to request must notify the obligor in writing of the transfer of the right to request, unless otherwise agreed. In case the party transferring the requesting rights does not notify the transfer of rights and incurs costs to the obligor, the party transferring the requesting rights must pay these costs.

Article 366. Obligation to provide information and transfer documents

The person transferring the requested rights must provide necessary information and transfer relevant documents to the assignee.

If the transferor of the right to request violates the obligations specified in Clause 1 of this Article and causes damage, he/she must compensate for the damage.

Article 367. No liability after transfer of right to demand

The transferor of the right to demand is not responsible for the obligor's ability to perform its obligations after transferring the right to demand, unless otherwise agreed.

Article 368. Transfer of the right to request measures to ensure the performance of obligations

In case the right to demand performance of an obligation has a security measure, the transfer of the right to demand includes that security measure.

Article 369. Right of the obligor to refuse

In case the obligor is not notified of the transfer of the right to demand and the subrogator does not prove the authenticity of the transfer of the right to demand, the obligor has the right to refuse to perform the obligation to the subrogator.

In case the obligor has not been notified of the transfer of the right to demand but has performed the obligation towards the person transferring the right to demand, the subrogator may not request the obligee to perform the obligation towards him.

Article 370. Transfer of obligations

The obligee may transfer the obligation to the obligee if the obligee agrees, except in cases where the obligation is attached to the identity of the obligee or the law stipulates that the obligation cannot be transferred.

When the obligation is transferred, the person replacing the obligation becomes the obligee.

Article 371. Transfer of obligations with security measures

In case an obligation with a security measure is transferred, that security measure will terminate, unless otherwise agreed.

Section 6. TERMINATION OF OBLIGATIONS

Article 372. Grounds for termination of obligations

The obligation terminates in the following cases:

Duty is fulfilled;

According to the agreement of the parties;

The party has the right to waive the performance of the obligation;

Obligations are replaced by other obligations;

Obligations are offset;

The party with rights and the party with obligations merge into one;

The statute of limitations for exemption from obligations has expired;

The obligor is an individual who dies or a legal entity that ceases to exist and the obligation must be performed by that individual or legal entity;

The obligee is an individual who dies but the right to claim does not belong to the inheritance or a legal entity that ceases to exist but the right to claim is not transferred to another legal entity;

The specific object that is the object of the obligation no longer exists and is replaced by another obligation;

Other cases prescribed by law.

Article 373. Fulfillment of obligations

An obligation is completed when the obligor has performed the entire obligation or partially performed the obligation but the remaining part is exempted from performance by the obligee.

Article 374. Fulfillment of obligations in case the obligee is late in receiving the object of the obligation

When the obligee is late in receiving the object of the obligation, which is property, the obligation is completed at the time the property is deposited at the place of deposit according to the provisions of Clause 2, Article 355 of this Code.

Article 375. Termination of obligations according to agreement

The parties can agree to terminate the obligation at any time, but must not cause damage to national interests, public interests, legitimate rights and interests of others.

Article 376. Termination of obligations due to exemption from obligations

The obligation terminates when the obligee exempts the obligor from performing the obligation, unless otherwise provided for by law.

When the obligation with security measures is waived, the security measures also terminate.

Article 377. Termination of obligations due to replacement by other obligations

In case the parties agree to replace the original obligation with another obligation, the original obligation terminates.

The obligation also terminates if the obligee has taken over another property or work to replace the previously agreed property or work.

In cases where the obligation is the obligation to support, compensate for damage caused by violation of life, health, honor, dignity, reputation and other obligations associated with personal identity that cannot be transferred to another person, it cannot be replaced by another obligation.

Article 378. Termination of obligations due to offset of obligations

In case the parties have obligations to each other regarding property of the same type, when they both fall due, they do not have to perform their obligations to each other and the obligations are considered terminated, unless otherwise provided for by law.

In case the value of the property or work is not equivalent, the parties shall pay each other the difference in value.

Things valued at money can also be offset against an obligation to pay.

Article 379. Cases in which obligations cannot be offset

Obligations cannot be offset in the following cases:

Obligations are in dispute;

Obligation to compensate for damage caused by violation of life, health, honor, dignity and reputation;

Support obligations;

Other obligations prescribed by law.

Article 380. Termination of obligations due to the integration of the obligor and the obligee

When the party with the obligation becomes the party with the right to that obligation, the obligation terminates.

Article 381. Termination of obligations due to the expiration of the statute of limitations for exemption from obligations

When the statute of limitations for exemption from obligations has expired, the obligation terminates.

Article 382. Termination of obligations when the obligee being an individual dies or the legal entity ceases to exist

When the parties have an agreement or the law stipulates that the obligation is performed only for the individual or legal entity that is the party with the rights and the individual dies or the legal entity ceases to exist, the obligation also terminates.

Article 383. Termination of obligations when the special object no longer exists

The obligation to deliver the object ends in the case that the object to be delivered is a specific object that no longer exists.

The parties can agree to replace another item or compensate for damages.

Article 384. Termination of obligations in case of bankruptcy

In case of bankruptcy, the obligation terminates according to the provisions of the Bankruptcy Law.

Section 7. CONTRACT

Subsection 1. ENTERING INTO CONTRACTS

Article 385. Concept of contract

A contract is an agreement between parties on the establishment, change or termination of civil rights and obligations.

Article 386. Proposal to enter into a contract

Proposal to enter into a contract is a clear expression of the intention to enter into a contract and to be bound by the offer of the offeror to the identified party or to the public (hereinafter collectively referred to as the offeree).

In case the request to enter into a contract clearly states the time limit for response, if the requesting party enters into a contract with a third party within the time limit of waiting for the offeree to respond, it must compensate the offeree for damages without entering into a contract if any damage arises.

Article 387. Information in contract conclusion

In case one party has information that affects the other party's acceptance of entering into a contract, it must notify the other party.

In case one party receives confidential information from the other party during the process of entering into a contract, it is responsible for keeping the information confidential and may not use that information for its own purposes or for other illegal purposes.

The party that violates the provisions of Clauses 1 and 2 of this Article and causes damage must compensate.

Article 388. Time when the proposal to enter into a contract takes effect

The effective time of the proposal to enter into a contract is determined as follows:

a) Set by the requesting party;

b) If the requesting party does not fix it, the offer to enter into a contract takes effect from the time the offeree receives the offer, unless the relevant law provides otherwise.

The following cases are considered to have received an offer to enter into a contract:

a) Request to be transferred to the place of residence, if the requested party is an individual; be transferred to the headquarters, if the proposed party is a legal entity;

b) The request is included in the official information system of the requesting party;

c) When the offeree learns of the proposal to enter into a contract through other methods.

Article 389. Changing and withdrawing the proposal to enter into a contract

The party offering to enter into a contract may change or withdraw its offer to enter into a contract in the following cases:

a) The offeree receives notice of the change or withdrawal of the offer before or at the same time as the offer is received;

b) Conditions for changing or withdrawing the offer arise in cases where the requesting party clearly states the right to change or withdraw the offer when such conditions arise.

When the requesting party changes the content of the proposal, it is a new proposal.

Article 390. Cancellation of proposal to enter into contract

The party offering to enter into a contract may cancel the offer if this right has been clearly stated in the offer and the offeree receives notice of the cancellation of the offer before this person sends a notice of acceptance of the offer to enter into a contract.

Article 391. Termination of request to enter into a contract

It is recommended that the contract be terminated in the following cases:

The proposed party accepts to enter into the contract;

The proposed party replies that it does not accept;

The deadline for accepting responses has expired;

When the notice of change or withdrawal of the offer takes effect;

When the notice of revocation takes effect;

As agreed by the requesting party and the offered party within the time limit for the offered party to respond.

Article 392. Amendment of proposal proposed by the proposed party

When the offeree has accepted to enter into a contract but has stated conditions or modified the proposal, it is considered that this person has made a new proposal.

Article 393. Acceptance of proposal to enter into contract

Acceptance of an offer to enter into a contract is the offeree's response to accept the entire content of the offer.

The offered party's silence is not considered acceptance of the offer to enter into a contract, unless there is an agreement or established habit between the parties.

Article 394. Time limit for responding to acceptance of contract conclusion

When the requesting party sets a time limit for response, the response of acceptance is only effective when made within that time limit; If the party proposing to enter into a contract receives a reply after the deadline for replying has expired, this acceptance is considered a new offer from the party who is slow to respond.

When the requesting party does not clearly state the time limit for response, the response of acceptance will only be effective if it is made within a reasonable period of time.

In case the notice of acceptance to enter into a contract arrives late due to an objective reason that the offeror knows or should know about this objective reason, the notice of acceptance to enter into a contract is still valid, unless the offeror responds immediately disagreeing with the offeree's acceptance.

When the parties directly communicate with each other, even by phone or through other means, the proposed party must immediately respond with or without acceptance, unless the parties have agreed on a time limit for responding.

Article 395. In case the party proposing to enter into a contract dies, loses civil act capacity or has difficulty in cognition and behavior control

In case the offeror dies, loses civil act capacity or has difficulty in cognition and behavior control after the offeree responds accepting to enter into the contract, the offer to enter into the contract is still valid, unless the content of the contract is closely related to the identity of the offeror.

Article 396. In case the party proposed to enter into a contract dies, loses civil act capacity or has difficulty in cognition and behavior control

In case the proposed party has accepted to enter into a contract but then dies, loses civil act capacity or has difficulty in cognition and behavior control, the reply accepting to enter into the contract is still valid, unless the content of the contract is closely related to the identity of the offering party.

Article 397. Withdrawal of notice of acceptance to enter into contract

The party proposed to enter into the contract may withdraw the notice of acceptance to enter into the contract, if the notice of withdrawal comes before or at the same time the offeror receives a reply accepting to enter into the contract.

Article 398. Content of contract

The parties to the contract have the right to agree on the content of the contract.

The contract may have the following contents:

a) Subject of the contract;

b) Quantity and quality;

c) Price, payment method;

d) Term, location, and method of contract performance;

d) Rights and obligations of the parties;

e) Liability due to breach of contract;

g) Dispute resolution method.

Article 399. Place of conclusion of contract

The location for entering into the contract shall be agreed upon by the parties; If there is no agreement, the place for entering into the contract is the residence of the individual or the headquarters of the legal entity that has proposed to enter into the contract.

Article 400. Time of contract conclusion

The contract is concluded at the time the requesting party receives acceptance of the contract.

In case the parties have a silent agreement that is a response to accept entering into a contract within a period of time, the time of entering into the contract is the last moment of that period.

The time of entering into a verbal contract is the time when the parties have agreed on the content of the contract.

The time of entering into a written contract is the time when the last party signs the document or by another form of acceptance expressed in the document.

In case a contract is concluded verbally and then established in writing, the time of contract conclusion is determined according to Clause 3 of this Article.

Article 401. Validity of contract

A legally concluded contract takes effect from the time of conclusion, unless otherwise agreed or otherwise prescribed by relevant law.

From the moment the contract takes effect, the parties must exercise their rights and obligations to each other according to their commitments. The contract can only be modified or canceled by agreement of the parties or according to the provisions of law.

Article 402. Main types of contracts

Contracts include the following main types:

A bilateral contract is a contract in which each party has obligations to the other.

A unilateral contract is a contract in which only one party has obligations.

A main contract is a contract whose validity does not depend on sub-contracts.

A sub-contract is a contract whose validity depends on the main contract.

A contract for the benefit of a third party is a contract in which the contracting parties must perform their obligations and the third party receives benefits from the performance of that obligation.

A conditional contract is a contract whose performance depends on the occurrence, change or termination of a certain event.

Article 403. Contract appendix

The contract may have an attached appendix to detail some terms of the contract. The contract appendix is ​​as effective as the contract. The content of the contract appendix must not be contrary to the content of the contract.

In case the contract appendix contains provisions contrary to the content of the provisions in the contract, this provision is not effective, unless otherwise agreed. In case the parties accept a contract appendix containing provisions contrary to the terms in the contract, it will be considered that those provisions in the contract have been amended.

Article 404. Interpretation of contracts

When a contract has unclear terms, the interpretation of those terms must not only be based on the words of the contract but also on the will of the parties expressed throughout the entire process before, at the time of establishing and implementing the contract.

When a contract has terms or language that can be understood in many different meanings, it must be interpreted in the sense most appropriate to the purpose and nature of the contract.

When a contract contains terms or language that is difficult to understand, it must be explained according to the customs at the place where the contract is entered into.

The terms in the contract must be interpreted in relation to each other, so that the meaning of those terms is consistent with the entire content of the contract.

In case there is a conflict between the general will of the parties and the language used in the contract, the common will of the parties is used to interpret the contract.

In case the drafting party includes content in the contract that is disadvantageous to the other party, the contract must be interpreted in a way that is beneficial to the other party.

Article 405. Model contract

A form contract is a contract that includes terms provided by one party in a form for the other party to respond within a reasonable time; If the offeree replies in acceptance, it is considered as accepting the entire content of the contract according to the form provided by the offeror.

The form contract must be made public so that the proposed party knows or should know the contents of the contract.

The order and format of publicizing the contract according to the form shall comply with the provisions of law.

In case a form contract has unclear terms, the party providing the form contract must suffer a disadvantage when explaining those terms.

In case a standard contract has a clause that exempts the party issuing the sample contract from liability, increases liability or eliminates the legitimate rights of the other party, this clause is not effective, unless otherwise agreed.

Article 406. General transaction conditions in contract conclusion

General transaction conditions are stable terms announced by one party to generally apply to the party proposed to enter into a contract; If the proposed party accepts to enter into the contract, it is considered to have accepted these terms.

General trading conditions are only valid for the party establishing the transaction in cases where these trading conditions have been made public so that the party establishing the transaction knows or should know about that condition.

The order and format for publicizing general trading conditions shall comply with the provisions of law.

General transaction conditions must ensure equality between parties. In case the general trading conditions have provisions on exempting the party providing the general trading conditions from liability, increasing responsibility or eliminating legitimate rights of the other party, this provision is not effective, unless otherwise agreed.

Article 407. Invalid contract

The provisions on invalid civil transactions from Article 123 to Article 133 of this Code also apply to invalid contracts.

The invalidity of the main contract terminates the sub-contract, unless the parties have an agreement that the sub-contract replaces the main contract. This provision does not apply to measures to secure the performance of obligations.

The invalidity of a sub-contract does not terminate the main contract, unless the parties agree that the sub-contract is an inseparable part of the main contract.

Article 408. Contract is invalid because there is an object that cannot be performed

In case right from the moment of conclusion, the contract has an object that cannot be performed, then this contract will be void.

In cases where, when entering into a contract, one party knows or should have known that the contract has unenforceable objects but does not notify the other party, so the other party has entered into the contract, it must compensate the other party for damages, unless the other party knew or should have known that the contract had unperformable objects.

The provisions in Clauses 1 and 2 of this Article also apply to cases where a contract has one or more subject parts that cannot be performed but the remaining part of the contract is still valid.

Subsection 2. PERFORMANCE OF CONTRACT

Article 409. Implementation of single-case contracts

For a single-case contract, the obligee must perform the obligation exactly as agreed, and can only perform it before or after the deadline if the obligee agrees.

Article 410. Implementation of bilateral contracts

In a bilateral contract, when the parties have agreed on a time limit for performing their obligations, each party must perform their obligations when they fall due; Performance must not be postponed on the grounds that the other party has not yet fulfilled its obligations to it, except for the cases specified in Article 411 and Article 413 of this Code.

In case the parties do not agree on which party will perform their obligations first, the parties must simultaneously perform their obligations to each other; If obligations cannot be performed at the same time, whichever obligation takes longer to perform must be performed first.

Article 411. Right to postpone performance of obligations in bilateral contracts

The party that must perform the obligation first has the right to postpone the performance of the obligation, if the other party's ability to perform the obligation has been seriously reduced to the point that it cannot perform the obligation as committed until the other party is able to perform the obligation or has measures to ensure the performance of the obligation.

The party that must perform the obligation later has the right to postpone the performance of the due obligation if the party performing the obligation first has not yet performed its obligation when due.

Article 412. Lien of property in bilateral contracts

In case the obligor fails to properly perform its obligations, the obligee shall establish a lien on the obligor's assets according to the provisions of Articles 346 to 350 of this Code.

Article 413. Obligations cannot be performed due to one party's fault

In a bilateral contract, when one party cannot perform its obligations due to the other party's fault, it has the right to request that the other party still perform its obligations to it or cancel the contract and request compensation for damages.

Article 414. Failure to perform obligations without the fault of the parties

In a bilateral contract, if one party fails to perform its obligations without both parties being at fault, the party unable to perform its obligations has no right to request the other party to perform its obligations to it. In case one party has performed part of its obligations, it has the right to request the other party to perform the corresponding part of its obligations.

Article 415. Performance of contracts for the benefit of third parties

When performing a contract for the benefit of a third person, the third person has the right to directly request the obligor to perform its obligations to him; If the parties to a contract have a dispute about the performance of the contract, the third person has no right to demand performance of the obligation until the dispute is resolved.

The obligee can also request the obligee to perform the contract for the benefit of a third person.

Article 416. Third party's right to refuse

In case a third person denies his or her benefits before the obligor performs the obligation, the obligee does not have to perform the obligation, but must notify the obligee and the contract is considered canceled, the parties must return to each other what they have received.

In case a third person denies his or her benefits after the obligee has performed the obligation, the obligation is considered completed and the obligee must still fulfill its commitment to the obligee. In this case, the benefits arising from the contract belong to the party who, if the contract were not for the benefit of a third person, would be the beneficiary, unless otherwise agreed.

Article 417. The contract may not be modified or canceled for the benefit of a third person

When a third person has agreed to enjoy the benefits, even if the contract has not been performed, the contracting parties may not amend or cancel the contract, unless the third party agrees.

Article 418. Agreement on penalties for violations

Penalty for violation is an agreement between the parties in a contract, according to which the violating party must pay an amount of money to the violated party.

The level of penalty for violation is agreed upon by the parties, unless otherwise prescribed by relevant law.

The parties can agree that the party that violates the obligation must only pay a penalty for the violation without having to pay compensation for damages or must pay both a penalty for the violation and compensation for damages.

In case the parties have an agreement on penalties for violations but do not agree on both paying penalties for violations and paying compensation for damages, the party violating the obligation only has to pay penalties for violations.

Article 419. Compensable damages due to breach of contract

Compensated damages due to breach of contractual obligations are determined according to the provisions of Clause 2 of this Article, Article 13 and Article 360 of this Code.

The obligee can claim damages for the benefits he or she would have enjoyed as a result of the contract. The obligee can also request the obligor to pay costs arising from failure to fulfill contractual obligations that do not overlap with the compensation for damages for the benefits brought by the contract.

At the request of the right holder, the Court may force the obligee to compensate for mental damage to the right holder. The level of compensation is decided by the Court based on the content of the case.

Article 420. Performance of contract when circumstances fundamentally change

Circumstances fundamentally change when the following conditions are met:

a) Changes in circumstances due to objective causes occurring after entering into the contract;

b) At the time of entering into the contract, the parties could not foresee the change in circumstances;

c) Circumstances have changed so much that if the parties had known in advance, the contract would not have been concluded or would have been concluded but with completely different content;

d) Continuing to perform the contract without changing the contract content will cause serious damage to one party;

d) The party whose interests are affected has applied all necessary measures within its ability, consistent with the nature of the contract, but cannot prevent or minimize the level of impact on its interests.

In case of a fundamental change in circumstances, the party whose interests are affected has the right to request the other party to renegotiate the contract within a reasonable period of time.

In case the parties cannot agree on a contract modification within a reasonable period of time, one of the parties may request the Court:

a) Terminate the contract at a specified time;

b) Modify the contract to balance the legitimate rights and interests of the parties due to fundamental changes in circumstances.

The court may only decide to amend the contract in cases where termination of the contract will cause damage greater than the costs of performing the contract if amended.

During the process of negotiating to amend or terminate the contract, the Court resolves the case, the parties must continue to perform their obligations under the contract, unless otherwise agreed.

Subsection 3. MODIFICATION AND TERMINATION OF CONTRACT

Article 421. Modification of contract

The parties can agree to amend the contract.

The contract may be amended according to the provisions of Article 420 of this Code.

The amended contract must conform to the form of the original contract.

Article 422. Termination of contract

The contract terminates in the following cases:

The contract has been completed;

According to the agreement of the parties;

The individual entering into the contract dies, the legal entity entering into the contract ceases to exist and the contract must be performed by that individual or legal entity;

The contract is canceled or unilaterally terminated;

The contract cannot be performed because the subject matter of the contract no longer exists;

The contract is terminated according to the provisions of Article 420 of this Code;

Other cases prescribed by law.

Article 423. Cancellation of contract

One party has the right to cancel the contract and not have to pay compensation in the following cases:

a) The other party's violation of the contract is the cancellation condition agreed upon by the parties;

b) The other party seriously violates contractual obligations;

c) Other cases prescribed by law.

Serious breach is the failure to properly perform one party's obligations to the extent that the other party fails to achieve the purpose of entering into the contract.

The party canceling the contract must immediately notify the other party of the cancellation. If failure to notify causes damage, compensation must be made.

Article 424. Cancellation of contract due to delay in performance of obligations

In case the obligee fails to properly perform the obligation and the obligee requests performance of the obligation within a reasonable period of time but the obligee fails to perform, the obligee may cancel the contract.

In cases where, due to the nature of the contract or the will of the parties, the contract will not achieve its purpose if it is not performed within a certain period of time and at the end of that period the obligated party fails to properly perform its obligations, the other party has the right to cancel the contract without having to comply with the provisions of Clause 1 of this Article.

Article 425. Cancellation of contract due to inability to perform

In case the obligee cannot perform part or all of its obligations, making the obligee's purpose unachievable, the obligee may cancel the contract and request compensation for damages.

Article 426. Cancellation of contract in case of lost or damaged property

In case one party loses or damages property that is the subject of the contract and cannot be returned or compensated with other property or cannot be repaired or replaced with property of the same type, the other party has the right to cancel the contract.

The violating party must compensate in money equal to the value of the lost or damaged property, unless otherwise agreed or as prescribed in Clauses 2 and 3, Article 351 and Article 363 of this Code.

Article 427. Consequences of contract cancellation

When a contract is canceled, the contract is not effective from the time of signing, the parties do not have to perform the agreed obligations, except for the agreement on penalties for violations, compensation for damages and agreement on dispute resolution.

The parties must return to each other what they have received after deducting reasonable costs in implementing the contract and costs for preserving and developing assets.

Refunds are made in kind. In case it cannot be returned in kind, it will be valued in cash for refund.

In case the parties have a mutual obligation to repay, the refund must be made at the same time, unless otherwise agreed or otherwise prescribed by law.

The party suffering damage due to the other party's breach of obligations shall be compensated.

The settlement of consequences of contract cancellation related to moral rights is regulated by this Code and other relevant laws.

In case the contract cancellation has no basis as prescribed in Articles 423, 424, 425 and 426 of this Code, the party canceling the contract is determined to be the party violating its obligations and must carry out civil liability for not properly performing its obligations according to the provisions of this Code and other relevant laws.

Article 428. Unilateral termination of contract performance

One party has the right to unilaterally terminate the performance of the contract and does not have to compensate for damages when the other party seriously violates its obligations in the contract or as agreed upon by the parties or prescribed by law.

The party that unilaterally terminates the performance of the contract must immediately notify the other party of the contract termination. If failure to notify causes damage, compensation must be made.

When a contract is unilaterally terminated, the contract terminates from the moment the other party receives notice of termination. The parties do not have to continue performing their obligations, except for agreements on penalties for violations, compensation for damages and agreements on dispute resolution. The party that has performed the obligation has the right to request the other party to pay for the performed obligation.

The party that suffers damage due to the other party's failure to properly perform its contractual obligations is compensated.

In case the unilateral termination of contract performance does not have the basis specified in Clause 1 of this Article, the party that unilaterally terminates the performance of the contract is determined to be the party violating its obligations and must carry out civil liability according to the provisions of this Code and other relevant laws for not properly performing its obligations in the contract.

Article 429. Statute of limitations for initiating a lawsuit regarding a contract

The statute of limitations for filing a lawsuit to request the Court to resolve a contract dispute is 3 years from the date the person with the right to make a claim knows or should know that his or her legitimate rights and interests are being violated.

Section 1. PROPERTY PURCHASE AND SALE CONTRACT

Article 430. Property purchase and sale contract

An asset purchase contract is an agreement between parties, whereby the seller transfers ownership of the asset to the buyer and the buyer pays money to the seller.

Contracts for buying and selling houses and buying and selling houses for other purposes are implemented in accordance with the provisions of this Code, the Housing Law and other relevant laws.

Article 431. Subject matter of sale contract

Assets specified in this Code can be the subject of a sale and purchase contract. In cases where according to the provisions of law, assets are prohibited or restricted from transfer, the assets that are the subject of the sale contract must comply with those regulations.

The property sold is owned by the seller or the seller has the right to sell.

Article 432. Quality of purchased and sold assets

The quality of the purchased and sold assets is agreed upon by the parties.

In case the quality standard of the asset has been announced or prescribed by a competent state agency, the agreement between the parties on the quality of the asset must not be lower than the quality of the asset determined according to the published standard or according to the regulations of the competent state agency.

When the parties do not have an agreement or an unclear agreement on the quality of the purchased and sold assets, the quality of the purchased and sold assets is determined according to published asset quality standards, regulations of competent state agencies or industry standards.

In case there are no published asset quality standards, regulations of competent state agencies and industry standards, the quality of purchased and sold assets is determined according to normal standards or according to specific standards suitable for the purpose of entering into contracts and according to the provisions of the Law on Consumer Protection.

Article 433. Price and payment method

Price and payment method are agreed upon by the parties or determined by a third person at the request of the parties. In case the law stipulates that the price and payment method must comply with the regulations of a competent state agency, the agreement between the parties must be in accordance with those regulations.

In case there is no agreement or unclear agreement on price and payment method, the price is determined according to the market price and payment method is determined according to customs at the place and time of entering into the contract.

Article 434. Time limit for performance of sales contract

The term for implementing the purchase and sale contract is agreed upon by the parties. The seller must deliver the property to the buyer on time as agreed; The seller may only hand over the property before or after the deadline if the buyer agrees.

When the parties do not agree on a time limit for handing over the property, the buyer has the right to request the seller to hand over the property and the seller also has the right to request the buyer to receive the property at any time, but must notify each other in advance a reasonable period of time.

The buyer pays the purchase price according to the agreed time. If the payment time is unknown or unclear, the buyer must pay immediately at the time of receiving the purchased property or receiving documents certifying property ownership.

Article 435. Place of property delivery

The location of property delivery is agreed upon by the parties; If there is no agreement, the provisions of Clause 2, Article 277 of this Code shall apply.

Article 436. Method of property delivery

Assets are delivered according to the method agreed upon by the parties; If there is no agreement, the property will be delivered by the seller once and directly to the buyer.

In cases where according to the agreement, the seller delivers the property to the buyer in many installments and the seller fails to perform its obligations at a certain time, the buyer can cancel the part of the contract related to that violation and request compensation for damages.

Article 437. Liability due to delivery of property in incorrect quantity

In case the seller delivers the property in a quantity greater than the agreed quantity, the buyer has the right to receive or not receive the excess; If accepted, the excess must be paid at the price agreed upon in the contract, unless otherwise agreed.

In case the seller delivers less than the agreed quantity, the buyer has one of the following rights:

a) Receive the delivered portion and set a deadline for the seller to communicate the missing portion;

b) Receive the delivered portion and request compensation for damages;

c) Cancel the contract and request compensation for damages if the violation causes the buyer to fail to achieve the purpose of entering into the contract.

Article 438. Liability due to inconsistent delivery of objects

In case the delivered object is not consistent, causing the object's intended use to be unachieved, the buyer has one of the following rights:

a) Receive and request the seller to deliver the missing part or parts, claim compensation for damages, and postpone payment of the received part or parts until the item is delivered in full;

b) Cancel the contract and request compensation for damages.

In case the buyer has paid but has not received the object due to inconsistent delivery, interest will be paid on the amount paid according to the interest rate agreed between the parties but must not exceed the interest rate specified in Clause 1, Article 468 of this Code; If there is no agreement, comply with the provisions of Clause 2, Article 468 of this Code and request the seller to compensate for damage caused by the delivery of non-synchronous objects, from the time the contract must be performed until the object is delivered synchronously.

Article 439. Responsibility for handing over property of the wrong type

In case the property delivered is of the wrong type, the buyer has one of the following rights:

Receive and pay according to the price agreed upon by the parties.

Request delivery of property of the correct type and compensation for damages.

Cancel the contract and request compensation for damages if the delivery of the wrong type causes the buyer to fail to achieve the purpose of entering into the contract.

In case the property consists of many types and the seller does not deliver according to the agreement for one or several types, the buyer can cancel the part of the contract related to that type of property and request compensation for damages.

Article 440. Obligation to pay

The buyer is obliged to pay according to the time, place and amount specified in the contract.

In case the parties only have an agreement on the time limit for property delivery, the payment time limit is also determined corresponding to the property delivery time limit. If the parties do not have an agreement on the property delivery deadline and payment deadline, the buyer must pay at the time of receiving the property.

In case the buyer does not fulfill the payment obligation, interest must be paid on the late payment amount according to the provisions of Article 357 of this Code.

Article 441. Time to bear risks

The seller bears risks on the property before the property is delivered to the buyer, and the buyer bears risks on the property from the time of receipt of the property, unless otherwise agreed or otherwise prescribed by law.

For property purchase and sale contracts where the law stipulates that the property must have its ownership registered, the seller bears the risk until the registration procedure is completed, the buyer bears the risk from the time the registration procedure is completed, unless otherwise agreed.

Article 442. Transportation costs and expenses related to the transfer of ownership

Transportation costs and costs related to the transfer of ownership are agreed upon by the parties, unless otherwise prescribed by law.

In case the parties do not have an agreement or the agreement is unclear, transportation costs and costs related to the transfer of ownership are determined according to published costs, regulations of competent authorities or industry standards.

In case there is no basis for determination as prescribed in Clauses 1 and 2 of this Article, transportation costs and costs related to the transfer of ownership rights are determined according to normal standards or according to special standards suitable for the purpose of entering into the contract.

In case the parties do not have an agreement and the law does not stipulate transportation costs and expenses related to the transfer of ownership rights, the seller must bear the transportation costs to the property delivery location and expenses related to the transfer of ownership rights.

Article 443. Obligation to provide information and instructions on how to use

The seller is obliged to provide the buyer with necessary information about the purchased property and instructions on how to use that property; If the seller fails to perform this obligation, the buyer has the right to request the seller to perform within a reasonable period of time; If the seller still does not perform, causing the buyer to fail to achieve the purpose of entering into the contract, the buyer has the right to cancel the contract and request compensation for damages.

Article 444. Guarantee of the buyer's ownership rights to the property purchased and sold

The seller has the obligation to ensure that the ownership of the property sold to the buyer is not disputed by a third party.

In case the property is disputed by a third person, the seller must side with the buyer to protect the buyer's rights; If a third person has ownership of part or all of the purchased property, the buyer has the right to cancel the contract and request compensation from the seller.

In case the buyer knows or should know that the property being purchased is owned by a third person but still buys it, he or she must return the property to the owner and has no right to claim compensation for damages.

Article 445. Ensuring the quality of purchased and sold objects

The seller must guarantee the use value or characteristics of the objects purchased and sold; If after purchase, the buyer discovers a defect that causes loss of value or reduces the use value of the purchased object, he/she must immediately notify the seller upon discovering the defect and has the right to request the seller to repair, exchange the defective object for another object, reduce the price and compensate for damage, unless otherwise agreed.

The seller must ensure that the object sold is consistent with the description on the packaging, trademark or the model chosen by the buyer.

The seller is not responsible for defects of the item in the following cases:

a) Defects that the buyer knew or should have known when purchasing;

b) Objects sold at auction, objects sold at second-hand stores;

c) The buyer is at fault causing the defect of the item.

Article 446. Warranty obligations

The seller has the obligation to warranty the purchased items for a period of time, called the warranty period, if the warranty is agreed upon by the parties or prescribed by law.

The warranty period is calculated from the moment the buyer is obliged to receive the item.

Article 447. Right to claim warranty

During the warranty period, if the buyer discovers a defect in the purchased object, he or she has the right to request the seller to repair it without paying, reduce the price, exchange the defective object for another object or return the object and get your money back.

Article 448. Repair of objects within the warranty period

The seller must repair the object and ensure that the object meets quality standards or has all the committed characteristics.

The seller bears the costs of repairing and transporting the object to the place of repair and from the place of repair to the buyer's residence or headquarters.

The buyer has the right to request the seller to complete the repairs within the period agreed upon by the parties or within a reasonable period of time; If the seller cannot repair or cannot complete the repair within that time limit, the buyer has the right to request a price reduction, exchange the defective item for another item or return the item and get a refund.

Article 449. Compensation for damage within the warranty period

In addition to requesting warranty measures, the buyer has the right to request the seller to compensate for damage caused by technical defects of the object during the warranty period.

The seller does not have to compensate for damage if it can be proven that the damage occurred due to the buyer's fault. The seller is entitled to a reduction in compensation if the buyer does not apply necessary measures to prevent and limit damage.

Article 450. Buying and selling of property rights

In case of buying and selling property rights, the seller must transfer documents and carry out procedures to transfer ownership rights to the buyer, and the buyer must pay the seller.

In cases where property rights are debt collection rights and the seller commits to ensuring the debtor's ability to pay, the seller must be jointly responsible for payment if the debtor fails to pay when due.

The time of transfer of ownership of a property right is the time the buyer receives documents on ownership of that property right or from the time of registration of transfer of ownership, if so prescribed by law.

Article 451. Auction of property

Property can be auctioned according to the owner's will or according to the provisions of law. Jointly owned assets sold at auction must have the consent of all joint owners, unless otherwise agreed or otherwise prescribed by law.

Asset auctions must ensure the principles of objectivity, publicity, transparency, ensure the legitimate rights and interests of participating parties and be carried out in accordance with the law on asset auctions.

Article 452. Purchase after trial use

The parties can agree that the buyer can try the purchased object for a period of time called the trial period. During the trial period, the buyer can answer to buy or not to buy; If the trial period expires and the buyer does not respond, it will be deemed to have accepted the purchase according to the conditions agreed upon before receiving the trial item.

In case the parties do not agree or the agreement is unclear on the trial period, this period is determined according to the customs of transactions with the same type of object.

During the trial period, the item remains in the possession of the seller. The seller must bear all risks occurring to the object, unless otherwise agreed. During the trial period, the seller is not allowed to sell, donate, lease, exchange, mortgage or pledge the property until the buyer has not responded.

In case the trial party answers not to buy, it must return the object to the seller and must compensate the seller for any loss or damage of the trial object. The trial party is not responsible for normal wear and tear caused by the trial and must not refund profits resulting from the trial.

Article 453. Purchase with deferred payment and installment payment

The parties can agree on the buyer paying the purchase price in installments or deferred payment within a period of time after receiving the purchased property. The seller retains ownership of the property sold until the buyer pays in full, unless otherwise agreed.

Purchase contracts on deferred payment or installment payments must be made in writing. The buyer has the right to use the purchased property on deferred payment or installment payment and must bear risks during the period of use, unless otherwise agreed.

Article 454. Redemption of sold property

The seller can agree with the buyer on the right to redeem the sold property after a period of time called the redemption period.

The time limit for redeeming assets is agreed upon by the parties; In case there is no agreement, the redemption period shall not exceed 01 year for movable property and 05 years for real estate from the time of handover of the property, unless otherwise prescribed by relevant law. During this period, the seller has the right to redeem at any time, but must notify the buyer in advance within a reasonable time. The redemption price is the market price at the time and place of redemption, unless otherwise agreed.

During the redemption period, the buyer may not establish a transaction transferring ownership of the property to another entity and must bear risks to the property, unless otherwise agreed.

Section 2. PROPERTY EXCHANGE CONTRACT

Article 455. Property exchange contract

A property exchange contract is an agreement between parties, whereby the parties hand over property and transfer ownership of the property to each other.

An asset exchange contract must be made in writing, notarized, authenticated or registered, if so required by law.

In case one party exchanges property that does not belong to it or is not authorized by the owner to the other party, the other party has the right to cancel the contract and request compensation for damages.

Each party is considered a seller with respect to the assets delivered to the other party and a buyer with respect to the assets received. The provisions on sales contracts from Article 430 to Article 439, Article 441 to Article 449 and Article 454 of this Code also apply to property exchange contracts.

Article 456. Payment of difference value

In case the exchanged assets differ in value, the parties must pay each other the difference, unless otherwise agreed or otherwise prescribed by law.

Section 3. CONTRACT FOR DONATION OF PROPERTY

Article 457. Contract to donate property

A property donation contract is an agreement between the parties, whereby the donating party hands over its property and transfers ownership to the donated party without requiring compensation, and the donated party agrees to receive it.

Article 458. Donation of movable property

A contract to donate movable property takes effect from the time the recipient receives the property, unless otherwise agreed.

For movable property where the law requires registration of ownership, the donation contract takes effect from the time of registration.

Article 459. Donation of real estate

Donations of real estate must be made in writing, notarized, authenticated, or registered, if the real estate must have its ownership registered according to the provisions of law.

The real estate donation contract takes effect from the time of registration; If real estate does not require ownership registration, the donation contract takes effect from the time of property transfer.

Article 460. Liability for intentionally giving away property that does not belong to one's own

In case the donor intentionally gives away property that does not belong to him or her and the recipient does not know or cannot know about it, the donor must pay expenses to increase the value of the property to the donee when the owner takes back the property.

Article 461. Notification of defects of donated property

The donor has the obligation to notify the recipient of defects in the donated property. In case the donor reports that the property is defective without notifying it, he/she must be responsible for compensating for damage caused to the recipient; If the donor does not know about the defect of the donated property, he/she is not responsible for compensating for damages.

Article 462. Conditional gift of property

The donor may require the donee to perform one or more obligations before or after the donation. Donation conditions must not violate legal prohibitions or be contrary to social ethics.

In case the obligation must be performed before the donation, if the donee has fulfilled the obligation but the donor does not hand over the property, the donor must pay the obligation that the donee has performed.

In case the obligation must be performed after donation but the donee fails to perform, the donor has the right to reclaim the property and request compensation for damages.

Section 4. PROPERTY LOAN CONTRACT

Article 463. Property loan contract

A property loan contract is an agreement between the parties, whereby the lender delivers the property to the borrower; When the repayment is due, the borrower must return to the lender assets of the same type in the correct quantity and quality and must only pay interest if agreed upon or prescribed by law.

Article 464. Ownership of borrowed assets

The borrower becomes the owner of the loan asset from the moment of receiving that asset.

Article 465. Obligations of the lender

Deliver assets to the borrower in full, of the correct quality and quantity at the agreed time and place.

Compensate the borrower for damages if the lender knows that the property is of poor quality but does not notify the borrower, except in cases where the borrower knows and still receives the property.

The borrower must not be required to return the property before the deadline, except in the case specified in Article 470 of this Code or other relevant laws.

Article 466. Borrower's debt repayment obligation

The borrower whose asset is money must pay in full when due; If the property is an object, the object must be returned in the same quantity and quality, unless otherwise agreed.

In case the borrower cannot repay the item, he/she can pay in cash according to the value of the borrowed item at the place and time of repayment, if agreed by the lender.

The place of debt repayment is the place of residence or head office of the lender, unless otherwise agreed.

In case of a loan without interest and when the due date comes, the borrower does not repay the debt or does not pay in full, the lender has the right to request payment of interest at the interest rate prescribed in Clause 2, Article 468 of this Code on the late payment amount corresponding to the late payment period, unless otherwise agreed or otherwise prescribed by law.

In case the loan has interest but the borrower does not pay or does not pay in full when due, the borrower must pay interest as follows:

a) Interest on the principal debt according to the interest rate agreed in the contract corresponding to the loan term but not yet paid at the due date; In case of late payment, interest must also be paid at the interest rate specified in Clause 2, Article 468 of this Code;

b) Interest on overdue unpaid principal is equal to 150% of the loan interest rate according to the contract corresponding to the period of late payment, unless otherwise agreed.

Article 467. Use of loan assets

The parties can agree that the loan assets must be used for the loan purpose. The lender has the right to inspect the use of the property and has the right to reclaim the loan property before the deadline if, after warning, the borrower still uses the property for the wrong purpose.

Article 468. Interest rate

The loan interest rate is agreed upon by the parties.

In case the parties have an agreement on interest rate, the agreed interest rate must not exceed 20%/year of the loan amount, unless other relevant laws stipulate otherwise. Based on the actual situation and the Government's proposal, the National Assembly Standing Committee decides to adjust the above interest rate and reports to the National Assembly at the nearest session.

In case the agreed interest rate exceeds the limit interest rate specified in this Clause, the excess interest rate will not be effective.

In case the parties have an agreement on interest payment, but the interest rate is not clearly determined and there is a dispute about the interest rate, the interest rate is determined at 50% of the limited interest rate specified in Clause 1 of this Article at the time of debt repayment.

Article 469. Implementation of term loan contract

For a non-term and interest-free loan contract, the lender has the right to reclaim the property and the borrower also has the right to repay the debt at any time, but must notify each other a reasonable time in advance, unless otherwise agreed.

For a non-term loan contract with interest, the lender has the right to reclaim the property at any time, but must notify the borrower a reasonable period of time in advance and be paid interest until the time of receiving the property back. The borrower also has the right to return the property at any time and only have to pay interest until the time of repayment, but must also notify the lender a reasonable period of time in advance.

Article 470. Implementation of term loan contract

For a term loan contract without interest, the borrower has the right to return the property at any time, but must notify the lender a reasonable period of time in advance, and the lender can only reclaim the property before the maturity date, if the borrower agrees.

For term loan contracts with interest, the borrower has the right to return the property before the term, but must pay all interest according to the term, unless otherwise agreed or otherwise prescribed by law.

Article 471. Surname, hui, bieu, ward

Hoi, hui, bieu, ward (hereinafter collectively referred to as ho) are a form of property transaction according to custom based on an agreement between a group of people who gather together to determine the number of people, time, amount of money or other assets, the method of contributing and receiving surnames, and the rights and obligations of the members.

The organization of families for the purpose of mutual assistance among the people is carried out in accordance with the provisions of law.

In case the organization is profitable, the interest rate must comply with the provisions of this Code.

It is strictly forbidden to organize them in the form of usury.

Section 5. PROPERTY LEASE AGREEMENT

Subsection 1. GENERAL PROVISIONS ON PROPERTY LEASE CONTRACTS

Article 472. Property lease contract

An asset lease contract is an agreement between the parties, whereby the lessor delivers the asset to the lessee for use for a period of time, and the lessee must pay rent.

Housing lease contracts and house lease contracts for other purposes are implemented in accordance with the provisions of this Code, the Housing Law and other relevant laws.

Article 473. Rental price

The rental price is agreed upon by the parties or determined by a third person at the request of the parties, unless otherwise prescribed by law.

In case there is no agreement or the agreement is unclear, the rental price is determined according to the market price at the location and time of entering into the lease contract.

Article 474. Lease term

The lease term is agreed upon by the parties; If there is no agreement, it will be determined according to the rental purpose.

In case the parties do not agree on the lease term and the lease term cannot be determined according to the lease purpose, each party has the right to terminate the contract at any time, but must notify the other party a reasonable period of time in advance.

Article 475. Subleasing

The lessee has the right to sublease the property he has rented, if agreed by the lessor.

Article 476. Handover of leased property

The lessor must deliver the asset to the lessee in accordance with the agreed quantity, quality, type, condition, time and location and provide necessary information about the use of that asset.

In case the lessor is late in delivering the property, the lessee can extend the delivery of the property or cancel the contract and request compensation for damages; If the leased property is not of the agreed quality, the lessee has the right to request the lessor to repair, reduce the rental price or cancel the contract and request compensation for damages.

Article 477. Obligation to ensure the use value of leased property

The lessor must ensure that the leased property is in the agreed condition and suitable for the rental purpose throughout the rental period; must repair damages and defects of the leased property, except for minor damages that, according to custom, the lessee must repair themselves.

In case the leased asset has a decrease in use value through no fault of the lessee, the lessee has the right to request the lessor to take one or more of the following measures:

a) Repair of property;

b) Reduced rental price;

c) Change to another property or unilaterally terminate the contract and request compensation for damages, if the leased property has defects that the lessee is not aware of or the leased property cannot be repaired, thus the rental purpose is not achieved.

In case the lessor has been notified but does not make repairs or repairs in a timely manner, the lessee has the right to repair the leased property at a reasonable cost, but must notify the lessor and has the right to request the lessor to pay the repair costs.

Article 478. Obligation to ensure the right to use the property for the lessee

The lessor must ensure the lessee's stable right to use the asset.

In case there is a dispute over ownership of the leased property and the lessee cannot use the property stably, the lessee has the right to unilaterally terminate the contract and request compensation for damages.

Article 479. Obligation to preserve leased property

The lessee must preserve the leased property, perform minor maintenance and repairs; If lost or damaged, compensation must be made.

The lessee is not responsible for natural wear and tear caused by using the leased property.

The lessee may repair and increase the value of the leased property, if agreed by the lessor, and has the right to request the lessor to pay reasonable expenses.

Article 480. Obligation to use leased property for correct use and purpose

The lessee must use the leased asset according to its intended use and for the agreed purpose.

In case the lessee does not use the property for the right purpose or use, the lessor has the right to unilaterally terminate the contract and request compensation for damages.

Article 481. Payment of rent

The lessee must pay the full rent on time as agreed; If there is no agreement on the rental payment period, the rental payment period is determined according to the customs of the place where the payment is made; If the time limit cannot be determined according to custom, the lessee must pay money when returning the leased property.

In case the parties agree to pay rent on a term basis, the lessor has the right to unilaterally terminate the contract if the lessee does not pay for three consecutive periods, unless otherwise agreed or otherwise prescribed by law.

Article 482. Return of leased property

The lessee must return the leased property in the same condition as when received, minus natural wear and tear, or in accordance with the agreed condition; If the value of the leased property is reduced compared to the condition when received, the lessor has the right to claim compensation for damages, except for natural wear and tear.

In case the leased property is movable property, the place to return the leased property is the residence or headquarters of the lessor, unless otherwise agreed.

In case the leased property is livestock, the lessee must return the leased livestock and also livestock born during the lease period, unless otherwise agreed. The lessor must pay the lessee the cost of taking care of the animals born.

When the lessee is late in returning the leased property, the lessor has the right to request the lessee to return the leased property, pay rent during the late payment period and compensate for damage; The lessee must pay fines for late return of leased assets, if agreed upon.

The lessee must bear risks that occur to the leased asset during the period of delayed payment.

Subsection 2. PROPERTY RENTAL CONTRACT

Article 483. Property lease contract

An asset lease contract is an agreement between the parties, whereby the lessor hands over the asset to the lessee to exploit its uses, enjoy the yield and income obtained from the leased asset, and the lessee is obliged to pay the rent.

Article 484. Subject matter of the lease contract

The subject matter of a lease contract can be land, forests, unexploited water surface, livestock, production and business establishments, other production materials and equipment necessary to exploit the utility, enjoy yields and profits, unless otherwise prescribed by law.

Article 485. Term of lease

The lease term is agreed upon by the parties. In case there is no agreement or there is an agreement but it is unclear, the term of the lease is determined according to the production and business cycle in accordance with the nature of the subject of the lease.

Article 486. Flat rental price

The rental price is agreed upon by the parties; If the contract is rented through bidding, the rental price is determined according to the bidding results.

Article 487. Delivery of leased property

When handing over the leased property, the parties must make a record assessing the condition of the leased property and determine the value of the leased property.

In case the parties cannot determine the value, a third person shall be invited to determine the value and must make it in writing.

Article 488. Payment of flat rent and payment method

Rent can be in kind, in money or by performing a job.

The lessee must pay the full rent even if the leased property is not used.

When entering into a rental contract, the parties can agree on conditions for reducing the rental fee; If the yield or income is lost at least one-third due to a force majeure event, the lessee has the right to request a reduction or exemption of the rental fee, unless otherwise agreed.

In case the lessee must pay in kind according to the season or according to the cycle of exploiting the utility of the leased asset, it must be paid at the end of the season or end of the exploitation cycle, unless otherwise agreed.

In case the lessee must perform a job, it must perform that job correctly.

The term for payment of package rent is agreed upon by the parties. In case the parties do not have an agreement, the package lessee must pay on the last day of each month; In case of a contract lease based on a production or business cycle, payment must be made at the latest at the end of that production and business cycle.

Article 489. Exploitation of leased assets

The lessee must exploit the leased property for the agreed purpose and periodically notify the lessee about the condition of the property and its exploitation; If the lessor has an unexpected request or need to notify, the lessee must notify promptly. When the lessee exploits the use of the leased property for improper purposes, the lessor has the right to unilaterally terminate the contract and request compensation for damages.

Article 490. Preservation, maintenance, and disposition of leased property

During the term of exploitation of the leased property, the lessee must preserve and maintain the leased property and accompanying equipment at its own expense, unless otherwise agreed; If the lessee loses, damages, devalues ​​or reduces the value of the leased property, he must compensate for the damage. The lessee is not responsible for natural wear and tear caused by using the leased property.

The lessee may repair and renovate the leased property himself, if agreed upon, and must preserve the value of the leased property.

The lessor must pay the lessee reasonable expenses to repair and renovate the leased property as agreed.

The lessee is not allowed to sublease, unless otherwise agreed by the lessor.

Article 491. Enjoy the profits and bear the losses of rented livestock

During the livestock lease term, the lessee is entitled to half of the livestock born and must bear half of the damage to the leased livestock due to force majeure events, unless otherwise agreed.

Article 492. Unilateral termination of performance of the lease contract

In case one party unilaterally terminates the performance of the contract, it must notify the other party a reasonable period of time in advance; If the lease is seasonal or based on the exploitation cycle, the notice period must be consistent with the season or exploitation cycle.

In case the package lessee violates its obligations and the exploitation of the package lessee is the only source of livelihood of the package lessee and the continuation of the package lease does not seriously affect the interests of the package lessor, the package lessor is not allowed to unilaterally terminate the performance of the contract; The lessee must commit to the lessor not to continue violating the contract.

Article 493. Return of leased property

Upon termination of the rental contract, the lessee must return the rental property in a condition consistent with the agreed depreciation level; If the value of the leased property is lost or reduced, compensation must be paid.

Section 6. PROPERTY LOAN AGREEMENT

Article 494. Property loan contract

A property loan contract is an agreement between the parties, whereby the lender hands over the property to the borrower for use for a period of time without having to pay, and the borrower must return the property when the loan term expires or the borrowing purpose has been achieved.

Article 495. Subject matter of property loan contract

All non-consumable assets can be the subject of a loan agreement.

Article 496. Obligations of the borrower

Preserve and preserve borrowed assets, do not arbitrarily change the condition of the assets; If the property is damaged normally, it must be repaired.

You may not re-lend it to another person without the consent of the lender.

Return borrowed assets on time; If there is no agreement on the time limit for returning the property, the borrower must return the property immediately after the borrowing purpose has been achieved.

Compensate for damage if the borrowed property is lost or damaged.

The borrower must bear the risk of the borrowed asset during the period of delayed payment.

Article 497. Rights of the borrower

To use the borrowed property according to its proper use and for the agreed purpose.

Require the lender to pay reasonable costs for repairing or increasing the value of the borrowed property, if agreed upon.

Not responsible for natural wear and tear of borrowed property.

Article 498. Obligations of the property lender

Provide necessary information about the use of the property and defects of the property, if any.

Pay the borrower for repair costs and costs to increase the value of the property, if agreed upon.

Compensate the borrower for damages if he knows the property is defective and does not notify the borrower, causing damage to the borrower, except for defects that the borrower knows or should have known.

Article 499. Rights of the property lender

Reclaim the property immediately after the borrower achieves its purpose if there is no agreement on the loan term; If the lender has an unexpected and urgent need to use the loaned property, it may reclaim that property even though the borrower has not achieved its purpose, but must give notice a reasonable period of time in advance.

Reclaim property when the borrower does not use it for the right purpose, use, or in the agreed manner or relents it to another person without the consent of the lender.

Claim compensation for damage to property caused by the borrower.

Section 7. CONTRACT ON LAND USE RIGHTS

Article 500. Contract on land use rights

A contract on land use rights is an agreement between the parties, whereby the land user converts, transfers, leases, sublets, donates, mortgages, contributes capital to land use rights or exercises other rights according to the provisions of the Land Law to the other party; The other party exercises the rights and obligations under the contract with the land user.

Article 501. Contents of contracts on land use rights

General provisions on contracts and the contents of relevant common contracts in this Code also apply to contracts on land use rights, unless otherwise provided for by law.

The content of the contract on land use rights must not be contrary to regulations on purpose of use, land use term, planning, land use plans and other rights and obligations according to the provisions of land law and other relevant laws.

Article 502. Forms and procedures for implementing contracts on land use rights

Contracts on land use rights must be made in writing in a form consistent with the provisions of this Code, land laws and other relevant laws.

The implementation of contracts on land use rights must comply with the order and procedures prescribed by land law and other relevant laws.

Article 503. Effect of land use rights transfer

The transfer of land use rights takes effect from the time of registration according to the provisions of the Land Law.

Section 8. COOPERATION AGREEMENT

Article 504. Cooperation contract

A cooperation contract is an agreement between individuals and legal entities to jointly contribute assets and effort to perform certain tasks, benefit and share responsibilities.

The cooperation contract must be made in writing.

Article 505. Content of cooperation contract

The cooperation contract has the following main contents:

Purpose and term of cooperation;

Full name, place of residence of the individual; name and headquarters of the legal entity;

Contributed assets, if any;

Labor contribution, if any;

Method of dividing profits and income;

Rights and obligations of cooperative members;

Rights and obligations of the representative, if any;

Conditions for joining and withdrawing from members' cooperation contracts, if any;

Conditions for termination of cooperation.

Article 506. Common property of cooperative members

Assets contributed and jointly created by members and other assets as prescribed by law are common assets according to the shares of cooperative members.

In case there is an agreement to contribute money and the cooperative member is late in implementing it, he or she must pay interest on the late payment according to the provisions of Article 357 of this Code and must compensate for damages.

The disposition of assets such as land use rights, houses, factories, and other means of production must be agreed in writing by all members; The disposition of other assets is decided by representatives of the members, unless otherwise agreed.

Common property cannot be divided before the cooperation contract is terminated, unless all cooperative members have an agreement.

The division of common property specified in this Clause does not change or terminate rights and obligations established and performed before the time the property is divided.

Article 507. Rights and obligations of cooperative members

Enjoy the fruits and profits earned from cooperative activities.

Participate in deciding issues related to the implementation of cooperation contracts and monitoring cooperation activities.

Compensate for damages to other cooperative members caused by your own fault.

Exercise other rights and obligations under the contract.

Article 508. Establishment and implementation of civil transactions

In case cooperative members appoint a representative, this person will be the representative in establishing and performing civil transactions.

In case the cooperative members do not appoint a representative, the cooperative members must participate in establishing and performing civil transactions, unless otherwise agreed.

Civil transactions established and performed by the subjects specified in Clauses 1 and 2 of this Article give rise to the rights and obligations of all cooperative members.

Article 509. Civil liability of cooperative members

Cooperation members bear common civil liability with common assets; If the common assets are not enough to fulfill common obligations, the cooperative members must be responsible with their own assets in proportion to their contributions, unless otherwise provided by the cooperation contract or law.

Article 510. Withdrawal from cooperation contract

Members have the right to withdraw from the cooperation contract in the following cases:

a) According to the conditions agreed in the cooperation contract;

b) There is a legitimate reason and the consent of more than half of the total number of cooperative members.

Members who withdraw from the cooperation contract have the right to request the return of contributed assets, share in the common assets, and pay obligations according to the agreement. In case the division of assets in kind affects cooperative activities, the assets are valued into money for division.

Withdrawing from the cooperation contract does not terminate the rights and obligations of this person established and performed before the time of withdrawal from the cooperation contract.

If a member withdraws from a cooperation contract other than the case specified in Clause 1 of this Article, the member who withdraws from the contract will be determined to be the party violating the contract and must carry out civil liability according to the provisions of this Code and other relevant laws.

Article 511. Joining the cooperation contract

If the cooperation contract does not stipulate otherwise, an individual or legal entity becomes a new member of the contract if it receives the consent of more than half of the total number of cooperation members.

Article 512. Termination of cooperation contract

The cooperation contract terminates in the following cases:

a) According to the agreement of the cooperative members;

b) The term stated in the cooperation contract expires;

c) The purpose of cooperation has been achieved;

d) According to the decision of a competent state agency;

d) Other cases according to the provisions of this Code or other relevant laws.

When terminating the cooperation contract, debts arising from the contract must be paid; If the common assets are not enough to pay the debt, the private assets of the cooperative members must be used to make payment according to the provisions of Article 509 of this Code.

In case the debts have been paid but common assets remain, they will be divided among the cooperative members in proportion to each person's contribution, unless otherwise agreed.

Section 9. SERVICE CONTRACT

Article 513. Service contract

A service contract is an agreement between parties, whereby the service provider performs work for the service user, and the service user must pay the service fee to the service provider.

Article 514. Subject matter of service contract

The object of a service contract is work that can be performed, does not violate prohibitions of the law, and is not contrary to social ethics.

Article 515. Obligations of service users

Provide the service provider with information, documents and necessary means to perform the work, if there is an agreement or the performance of the work requires it.

Pay service fees to the service provider according to the agreement.

Article 516. Rights of service users

Require the service provider to perform the work in accordance with the quality, quantity, deadline, location and other agreements.

In case the service provider seriously violates its obligations, the service user has the right to unilaterally terminate the performance of the contract and request compensation for damages.

Article 517. Obligations of service providers

Perform work in accordance with quality, quantity, deadline, location and other agreements.

Do not assign another person to perform the work without the consent of the service user.

Preserve and return to the service user the assigned documents and media after completing the work.

Immediately notify the service user about incomplete information and documents or inadequate quality means to complete the work.

Keep confidential the information you learn while performing work, if there is an agreement or the law requires.

Compensate for damages to the service user if there is loss or damage of assigned documents or media or disclosure of confidential information.

Article 518. Rights of service providers

Require the service user to provide information, documents and means to perform the work.

To change service conditions for the benefit of the service user without necessarily waiting for the service user's opinion, if waiting for comments will cause damage to the service user, but must immediately notify the service user.

Require the service user to pay for the service.

Article 519. Payment for services

The service user must pay for the service according to the agreement.

When entering into a contract, if there is no agreement on the service price, method of determining the service price, and no other instructions on the service price, the service price is determined based on the market price of the same type of service at the time and place of entering into the contract.

The service user must pay for the service at the location where the work is performed upon completion of the service, unless otherwise agreed.

In case the service provided is not as agreed or the work is not completed on time, the service user has the right to reduce the service fee and request compensation for damages.

Article 520. Unilateral termination of performance of service contracts

In case continuing to perform the work is not beneficial to the service user, the service user has the right to unilaterally terminate the performance of the contract, but must notify the service provider a reasonable period of time in advance; The service user must pay wages according to the service provided by the service provider and compensate for damages.

In case the service user seriously violates its obligations, the service provider has the right to unilaterally terminate the performance of the contract and request compensation for damages.

Article 521. Continuation of service contract

After the end of the term for performing the work under the service contract, if the work has not been completed and the service provider continues to perform the work, and the service user knows but does not object, the service contract will naturally continue to be performed according to the agreed content until the work is completed.

Section 10. CONTRACT OF TRANSPORTATION

Subsection 1. CONTRACTS FOR PASSENGER TRANSPORTATION

Article 522. Passenger transportation contract

A passenger transportation contract is an agreement between the parties, whereby the carrier transports passengers and luggage to the agreed destination, and the passenger must pay the transportation fee.

Article 523. Form of passenger transportation contract

Passenger transportation contracts can be made in writing, verbally or established by specific acts.

The ticket is evidence of entering into a passenger transportation contract between the parties.

Article 524. Obligations of the carrier

Transport passengers from the departure location to the right location, on time, by agreed vehicle safely, according to the route; Ensuring enough space for passengers and not exceeding the load.

Buy civil liability insurance for passengers according to the provisions of law.

Ensure departure time has been announced or agreed upon.

Transport luggage and return it to the passenger or the person entitled to receive the luggage at the agreed location on time and according to the route.

Refund transportation fees to passengers as agreed or prescribed by law.

Article 525. Rights of the carrier

Passengers are required to pay in full the passenger transportation fee and the fee for transporting carry-on luggage in excess of the prescribed level.

Refuse to carry passengers in the following cases:

a) Passengers do not comply with the carrier's regulations or commit acts that disrupt public order, obstruct the carrier's work, threaten the lives, health, property of others, or commit other acts that do not ensure safety during the journey; In this case, the passenger will not be refunded the transportation fee and must pay a penalty for violation, if so stipulated in the transportation charter;

b) Due to the passenger's health condition, the carrier clearly sees that the transportation will endanger the passenger or others on the journey;

c) To prevent the spread of disease.

Article 526. Obligations of passengers

Pay all passenger transportation fees and excess baggage fees and take care of your own luggage.

Be at the starting point on time as agreed.

Respect and comply with the carrier's regulations and other regulations on ensuring traffic safety.

Article 527. Rights of passengers

Request to be transported by the correct means of transport and value according to the freight with the agreed route.

Free shipping fees for checked baggage and carry-on baggage within the limits agreed upon or prescribed by law.

Request payment of incurred costs or compensation for damages, if the carrier is at fault for not transporting on time and to the agreed location.

Receive all or part of the transportation fee back in the cases specified in Points b and c, Clause 2, Article 525 of this Code and other cases prescribed by law or by agreement.

Receive luggage at the agreed location according to the correct time and route.

Request to suspend the journey within the time limit and according to the procedures prescribed by law.

Article 528. Liability to compensate for damage

In case the life, health and luggage of passengers are damaged, the carrier must compensate according to the provisions of law.

The carrier does not have to compensate for damage to the life, health and luggage of passengers if the damage occurs entirely due to the passenger's fault, unless otherwise provided for by law.

In case the passenger violates the agreed conditions of transportation or the provisions of the charter of transportation, causing damage to the carrier or a third person, compensation must be made.

Article 529. Unilateral termination of passenger transportation contract

The carrier has the right to unilaterally terminate the performance of the contract in the cases specified in Clause 2, Article 525 of this Code.

Passengers have the right to unilaterally terminate the contract in case the carrier violates the obligations specified in Clauses 1, 3 and 4, Article 524 of this Code.

Subsection 2. CONTRACTS FOR TRANSPORTATION OF PROPERTY

Article 530. Contract for transportation of property

A property transportation contract is an agreement between the parties, whereby the transporter is obliged to move the property to the agreed location and deliver the property to the person entitled to receive it, and the transport hirer is obliged to pay the transport fee.

Article 531. Form of property transportation contract

Property transportation contracts are concluded in writing, orally or are established by specific acts.

Bill of lading or other equivalent shipping document is evidence of the conclusion of the contract between the parties.

Article 532. Delivery of property to the carrier

The transport hirer is obliged to deliver the property to the carrier on time, at the right place and in proper packaging according to the agreed specifications; must bear the costs of loading and unloading assets onto means of transport, unless otherwise agreed.

In case the transport hirer does not deliver the property on time or at the agreed location, the carrier must pay the waiting costs and money for transporting the property to the location agreed upon in the contract.

In case the carrier is late in receiving the property at the agreed location, it must bear the costs incurred due to the delay in receipt.

Article 533. Transportation charges

Shipping rates are agreed upon by the parties; If the law has regulations on shipping fees, that fee will apply.

The transport hirer must fully pay the transport fee after the property is transferred onto the transport vehicle, unless otherwise agreed.

Article 534. Obligations of the carrier

Ensuring adequate and safe transportation of assets to the designated location on time.

Hand over the property to the person entitled to receive it.

Bear the costs related to the transportation of assets, unless otherwise agreed.

Buy civil liability insurance according to the provisions of law.

Compensate for damages to the lessee in case the carrier loses or damages property, unless otherwise agreed or otherwise prescribed by law.

Article 535. Rights of the carrier

Check the authenticity of the property, the bill of lading or other equivalent shipping documents.

Refuse to transport assets that do not match the type of assets agreed upon in the contract.

Require the shipping hirer to pay the full shipping fee on time.

Refuse to transport assets prohibited from trading, assets of a dangerous or toxic nature, if the carrier knows or should know.

Article 536. Obligations of the charterer

Pay the shipping fee in full to the carrier on time and by the agreed method.

Provide necessary information related to transported assets to ensure the safety of transported assets.

Take care of assets in transit, if agreed. In case the transport hirer takes care of the property but the property is lost or damaged, compensation will not be given.

Article 537. Rights of the charterer

Request the carrier to transport the property to the agreed location and time.

Directly or appoint a third person to receive back the property hired for transportation.

Article 538. Delivery of property to the receiving party

The party receiving the property may be the party hiring the property or a third person designated by the party to receive the property.

The transporter must deliver the property in full, on time and at the location to the receiving party as agreed.

In case the property has been delivered to the delivery location on time but there is no party to receive the property, the carrier may deposit that property at the place of deposit and must immediately notify the transport hirer or a third person designated by the transport hirer to receive the property. The charterer or a third person designated by the charterer to receive the property must bear reasonable expenses arising from the custody of the property.

The obligation to deliver the property is completed when the property has been placed in custody and the charterer or a third person designated by the charterer to receive the property has been notified of the deposit.

Article 539. Obligations of the receiving party

Present to the carrier the bill of lading or other equivalent shipping documents and receive the property on time and at the agreed location.

Bear the costs of loading and unloading transported assets, unless otherwise agreed or otherwise prescribed by law.

Payment of reasonable expenses arising due to delay in receiving assets.

In case the recipient of the property is a third person designated by the charterer, the charterer must notify the charterer of the receipt of the property and other necessary information as requested by the charterer.

Article 540. Rights of the party receiving property

Check the quantity and quality of assets being transported.

Receive assets delivered.

Require the carrier to pay reasonable expenses incurred due to having to wait to receive the property if the carrier delays delivery.

Request the carrier to compensate for damage caused by lost or damaged property.

Article 541. Liability to compensate for damage

The carrier must compensate the charterer for damage if the property is lost or damaged, except for the case specified in Clause 3, Article 536 of this Code.

The transport charterer must compensate the transporter and third parties for damage caused by dangerous or toxic transported property without packaging measures to ensure safety during transport.

In case of force majeure resulting in the transport property being lost, damaged or destroyed during the transport process, the transporter is not responsible for compensating for damages, unless otherwise agreed or otherwise provided by law.

Section 11. PROCESSING CONTRACTS

Article 542. Processing contracts

A processing contract is an agreement between the parties, whereby the processing party performs work to create a product according to the request of the ordering party, the ordering party receives the product and pays the wages.

Article 543. Subject matter of processing contract

The object of a processing contract is an object predetermined according to a sample, according to standards agreed upon by the parties or prescribed by law.

Article 544. Obligations of the ordering party

Providing raw materials in accordance with the agreed quantity, quality, time and location to the processing party; Provide necessary documents related to processing.

Instruct the processing party to perform the contract.

Pay wages according to agreement.

Article 545. Rights of the ordering party

Receive processed products according to the agreed quantity, quality, method, deadline and location.

Unilaterally terminate the performance of the contract and request compensation for damages when the processing party seriously violates the contract.

In case the product does not ensure quality and the ordering party agrees to receive the product and request repairs but the processing party cannot repair it within the agreed time limit, the ordering party has the right to cancel the contract and request compensation for damages.

Article 546. Obligations of the processing party

Preserve raw materials provided by the ordering party.

Notify the ordering party to exchange for other materials, if the materials do not ensure quality; refuse to perform processing, if you know or should know that the use of raw materials can create products that are harmful to society.

Deliver the product to the ordering party in accordance with the agreed quantity, quality, method, time limit and location.

Keep information about the processing process and products created confidential.

Be responsible for product quality, except in cases where the product does not ensure quality due to the materials provided by the ordering party or due to unreasonable instructions from the ordering party.

Return remaining raw materials to the ordering party after completing the contract.

Article 547. Rights of the processing party

Require the ordering party to deliver raw materials in accordance with the agreed quality, quantity, deadline and location.

Refuse unreasonable instructions from the ordering party during contract performance, if you see that such instructions may reduce product quality, but must immediately notify the ordering party.

Require the ordering party to pay the full remuneration according to the agreed time and method.

Article 548. Responsibility to bear risks

Until the product is delivered to the ordering party, the party who is the owner of the raw materials must bear the risk of the raw materials or products created from those materials, unless otherwise agreed.

When the ordering party delays in receiving the product, it must bear the risks during the delay, even in cases where the product is made from raw materials of the processing party, unless otherwise agreed.

When the processing party is late in delivering the product and there is a risk to the processed product, it must compensate the processing party for any damage caused.

Article 549. Delivery and receipt of processed products

The processing party must deliver the product and the ordering party must receive the product on time and at the agreed location.

Article 550. Delay in delivery and receipt of processed products

In case the processing party is late in delivering the product, the ordering party can extend the deadline; If at the end of that time limit the processing party still has not completed the work, the outsourcing party has the right to unilaterally terminate the performance of the contract and request compensation for damages.

In case the ordering party is late in receiving the product, the processing party can deposit the product at the receiving place and must immediately notify the ordering party. The obligation to deliver the product is completed when the agreed conditions are met and the ordering party has been notified. The ordering party must bear all costs arising from the deposit.

Article 551. Unilateral termination of processing contract performance

Each party has the right to unilaterally terminate the performance of the processing contract if continuing to perform the contract does not bring benefits to it, unless otherwise agreed or otherwise prescribed by law, but must notify the other party a reasonable period of time in advance.

The ordering party that unilaterally terminates the performance of the contract must pay wages corresponding to the work done, unless otherwise agreed. The processing party that unilaterally terminates the performance of the contract will not be paid wages, unless otherwise agreed.

The party that unilaterally terminates the performance of the contract and causes damage to the other party must compensate.

Article 552. Payment of wages

The ordering party must pay the full remuneration at the time of receiving the product, unless otherwise agreed.

In case there is no agreement on the wage rate, the average wage rate for creating products of the same type at the processing location and at the time of payment will apply.

The ordering party does not have the right to reduce wages if the product does not ensure quality due to the materials it has provided or due to its unreasonable instructions.

Article 553. Liquidation of raw materials

When the processing contract terminates, the processing party must return the remaining raw materials to the ordering party, unless otherwise agreed.

Section 12. CONTRACT OF DEPOSIT OF ASSETS

Article 554. Property deposit contract

An asset deposit contract is an agreement between the parties, whereby the depositor receives the depositor's assets for preservation and returns the same assets to the depositor at the end of the contract term. The depositor must pay a fee to the depositor, except in cases where the depositor does not have to pay a fee.

Article 555. Obligations of the party depositing the property

When handing over property, the custodian must immediately notify the custodian of the property's condition and appropriate preservation measures for the deposited property; If without notice, the deposited property is destroyed or damaged due to lack of proper preservation, the depositor must bear the responsibility; If damage is caused, compensation must be made.

Must pay wages in full, on time and in the agreed method.

Article 556. Rights of the party depositing the property

Request to take back the property at any time, if the deposit contract does not specify a term, but must notify the custodian a reasonable period of time in advance.

Claim compensation for damages if the custodian loses or damages the deposited property, except in cases of force majeure.

Article 557. Obligations of the property holder

Preserve the property according to the agreement, return the property to the depositor in the same condition as when received.

You can only change the way of preserving assets if the change is necessary to better preserve that asset, but you must immediately notify the consignor of the change.

Timely notify the sender of the risk of damage or destruction of the asset due to the nature of that asset and request the sender to advise how to resolve it within a time limit; If at the end of that time limit the depositor does not respond, the depositor has the right to take necessary measures to preserve the deposit and request the depositor to pay the costs.

Must compensate for any loss or damage of deposited property, except in cases of force majeure.

Article 558. Rights of the property holder

Request the sending party to pay the remuneration according to the agreement.

Require the consignor to pay reasonable expenses for preserving the property in case the consignor does not pay the remuneration.

Request the depositor to take back the property at any time, but must notify the depositor a reasonable period of time in advance in case of indefinite retention.

Sell ​​the deposited property that is at risk of being damaged or destroyed to ensure the interests of the depositor, report this to the depositor and pay the depositor the proceeds from the sale of the property, after deducting reasonable expenses to sell the property.

Article 559. Return of deposited property

The retaining party must return the property received and any profits, unless otherwise agreed.

The place to return deposited assets is the place of deposit; If the sending party requests to return the property to another location, it must bear the transportation costs to that place, unless otherwise agreed.

The retaining party must return the property on time and only has the right to request the depositor to take back the property before the deadline, if there is a legitimate reason.

Article 560. Delay in delivery and receipt of deposited assets

In case the custodian delays delivery of the property, the depositor may not request the depositor to pay wages or pay preservation costs from the time of delay in delivery and must bear risks to the property during the period of delay in delivery.

In case the depositor delays in receiving the property, he/she must pay the preservation costs and wages to the receiving party to keep the property during the delay in receiving the property.

Article 561. Payment of wages

The bailor must pay full wages when retrieving the deposited property, unless otherwise agreed.

In case the parties do not agree on the wage level, the average wage rate at the location and time of payment will apply.

When the depositor takes back the property before the deadline, he/she must still pay the full wages and pay necessary expenses arising from the custodian having to return the property before the deadline, unless otherwise agreed.

When the custodian requests the depositor to take back the property before the deadline, the custodian shall not receive remuneration and must compensate the depositor for damages, unless otherwise agreed.

Section 13. AUTHORIZATION AGREEMENT

Article 562. Authorization contract

An authorization contract is an agreement between the parties, according to which the authorized party has the obligation to perform work on behalf of the authorizing party, and the authorizing party must only pay remuneration if there is an agreement or the law stipulates.

Article 563. Term of authorization

The authorization term is agreed upon by the parties or prescribed by law; If there is no agreement and the law does not provide for it, the authorization contract is valid for 01 year from the date of establishment of authorization.

Article 564. Reauthorization

The authorized party may re-authorize another person in the following cases:

a) Have the consent of the authorizing party;

b) Due to force majeure events, if re-authorization is not applied, the purpose of establishing and performing civil transactions for the benefit of the authorizer cannot be fulfilled.

Re-authorization must not exceed the scope of the original authorization.

The form of the re-authorization contract must be consistent with the original form of authorization.

Article 565. Obligations of the authorized party

Perform work as authorized and notify the authorizing party about the performance of that work.

Notify the third person in the authorization relationship about the duration, scope of authorization, and modifications and additions to the scope of authorization.

Preserve and preserve assigned documents and means to carry out authorization.

Keep confidential the information you learn while performing the authorization.

Return to the authorizing party the assets received and the benefits obtained while performing the authorization according to the agreement or according to the provisions of law.

Compensate for damages caused by violation of obligations specified in this Article.

Article 566. Rights of the authorized party

Request the authorizing party to provide necessary information, documents and means to perform the authorization work.

Be paid reasonable expenses that you have spent to perform the authorized work; receive remuneration, if agreed.

Article 567. Obligations of the authorizing party

Provide necessary information, documents and means for the authorized party to perform the work.

Be responsible for commitments made by the authorized party within the scope of authorization.

Pay reasonable expenses that the authorized party has spent to perform the authorized work; Pay remuneration to the authorized party, if there is an agreement on remuneration.

Article 568. Rights of the authorizing party

Require the authorized party to fully notify about the implementation of the authorized work.

Require the authorized party to hand over assets and benefits gained from performing the authorized work, unless otherwise agreed.

Be compensated for damages if the authorized party violates the obligations specified in Article 565 of this Code.

Article 569. Unilateral termination of authorization contract

In case of authorization with remuneration, the authorizing party has the right to unilaterally terminate the performance of the contract at any time, but must pay remuneration to the authorized party corresponding to the work that the authorized party has performed and compensate for damages; If the authorization does not include remuneration, the authorizing party may terminate the performance of the contract at any time, but must notify the authorized party a reasonable period of time in advance.

The authorizing party must notify the third party in writing of the authorizing party's termination of performance of the contract; If no notice is given, the contract with the third party will still be valid, unless the third party knows or should know that the authorization contract has been terminated.

In case of authorization without remuneration, the authorized party has the right to unilaterally terminate the performance of the contract at any time, but must notify the authorizing party a reasonable period of time in advance; If the authorization includes remuneration, the authorized party has the right to unilaterally terminate the performance of the contract at any time and must compensate the authorizing party for damages, if any.

Article 570. Promise of reward

The person who has publicly promised a reward must pay the reward to the person who has performed the work as requested by the person promising the reward.

The work promised to be rewarded must be specific, doable, not violate prohibitions of the law, and not be contrary to social ethics.

Article 571. Withdrawal of reward declaration

When the deadline for starting work is not yet due, the person promising the reward has the right to withdraw his/her declaration of reward promise. The withdrawal of the reward declaration must be made in the manner and on the medium in which the reward promise was announced.

Article 572. Payment of rewards

In case a job for which a reward is promised is performed by one person, then when the job is completed, the person who performed the job will receive the reward.

When a task that is promised a reward is performed by many people but each person performs it independently, the person who completes it first will receive the reward.

In case multiple people complete the work promised a reward at the same time, the reward is divided equally among those people.

In case many people cooperate to perform the promised work at the request of the reward promiser, each person will receive a part of the reward corresponding to his or her contribution.

Article 573. Competition with prizes

The organization of cultural, artistic, sports, scientific, technical and other competitions must not violate legal prohibitions or be contrary to social ethics.

Organizers of contests must announce contest conditions, scoring scales, prizes and reward levels for each prize.

Changes to competition conditions must be made in a published manner within a reasonable time before the competition.

The winner has the right to request the contest organizer to award the prize at the announced rate.

Article 574. Performing work without authorization

Performing work without authorization is when a person has no obligation to perform a job but voluntarily performs it for the benefit of the person whose work is performed without his or her knowledge or objection.

Article 575. Obligation to perform work without authorization

A person who performs work without authorization is obliged to perform the work in accordance with his or her abilities and conditions.

A person who performs work without authorization must perform the work as if it were his own work; If you know or predict the intention of the person having the job, you must perform the job in accordance with that intention.

The person performing the work without authorization must notify the person whose work is being performed about the process and results of the work if requested, except in cases where the person performing the work already knows or the person performing the work without authorization does not know the place of residence or headquarters of that person.

In case the person whose work is performed dies, if it is an individual, or ceases to exist, if it is a legal entity, the person performing the work without authorization must continue to perform the work until the heir or representative of the person whose work is performed has taken over.

In case there is a legitimate reason that the person performing the work without authorization cannot continue to undertake the work, he must notify the person whose work was performed, his representative or relative, or he can ask another person to undertake the work on his behalf.

Article 576. Payment obligations of the person whose work is performed

The person whose work is performed must accept the work when the person performing the work without authorization hands over the work and pay the reasonable expenses that the person performing the work without authorization has spent to perform the work, even in cases where the work does not achieve the desired results.

The person whose work is performed must pay the person performing the work without authorization a remuneration when this person performs the work thoughtfully and beneficially to him or her, unless the person performing the work without authorization refuses.

Article 577. Obligation to compensate for damage

When a person performing work without authorization intentionally causes damage while performing the work, he or she must compensate the person whose work was performed.

If the person performing the job without authorization unintentionally causes damage while performing the job, based on the circumstances of the job, that person may have the compensation level reduced.

Article 578. Termination of performing work without authorization

The performance of work without authorization will terminate in the following cases:

At the request of the person whose work is to be performed.

The person whose work is performed, the heir or representative of the person whose work is performed, receives the work.

A person performing work without authorization cannot continue to perform the work as prescribed in Clause 5, Article 575 of this Code.

The person performing the work without authorization dies, if it is an individual, or ceases to exist, if it is a legal entity.

Article 579. Refund obligation

A person who possesses or uses another person's property without a legal basis must return it to the owner or other person with rights to that property; If the owner or subject with other rights to the property cannot be found, it must be handed over to a competent state agency, except for the cases specified in Article 236 of this Code.

A person who benefits from property without legal grounds causing damage to another person must return that benefit to the person who suffered damage, except for the case specified in Article 236 of this Code.

Article 580. Returned property

Persons who possess or use property without legal grounds must return all acquired property.

In case the returned property is a specific object, that exact object must be returned; If that unique object is lost or damaged, compensation must be made in money, unless otherwise agreed.

In case the returned property is an item of the same type, but is lost or damaged, the item of the same type must be returned or compensated in money, unless otherwise agreed.

A person who benefits from property without a legal basis must return that property benefit to the person who suffered damage in kind or in money.

Article 581. Obligation to return yields and profits

The possessor, user of property, or person who benefits from property without a legal basis and is not bona fide must return the profits and profits earned from the time of possession, use of property, or benefit from property without a legal basis.

The possessor, user of property, or person who benefits from property without legal basis but in good faith must return the profits and profits obtained from the time that person knows or should know that the possession, use of property, or benefit from property has no legal basis, except for the case specified in Article 236 of this Code.

Article 582. Right to request reimbursement from a third person

In cases where the possessor or user of property without legal basis has handed over the property to a third person, when requested to return the property by the owner or subject with other rights to the property, the third person is obliged to return the property, unless otherwise prescribed by this Code; If the property has been paid for in money or compensated, the third person has the right to request compensation for damage from the person who delivered the property to him or her.

Article 583. Payment obligation

The owner, the subject with other rights to the property, and the person who has suffered damage and has the property returned must pay the necessary expenses that the possessor, the user of the property, or the person benefiting from the property without legal basis but honestly spent to preserve and increase the value of the property.

Section 1. GENERAL PROVISIONS

Article 584. Basis for arising liability for damages

Any person who violates the life, health, honor, dignity, reputation, property, rights, or other legitimate interests of another person and causes damage must compensate, unless this Code or other relevant laws provide otherwise.

The person causing the damage is not responsible for compensating for damage in case the damage arises due to a force majeure event or is entirely due to the fault of the damaged party, unless otherwise agreed or otherwise provided by law.

In case property causes damage, the owner or possessor of the property must be responsible for compensating for the damage, except in cases where damage arises as prescribed in Clause 2 of this Article.

Article 585. Principles of compensation

Actual damages must be fully and promptly compensated. The parties can agree on the level of compensation, the form of compensation in money, in kind or performance of a job, and the method of compensation once or many times, unless otherwise prescribed by law.

The person responsible for compensation may have the compensation amount reduced if he or she is not at fault or has an unintentional error and the damage is too great compared to his or her economic capacity.

When the compensation level is no longer consistent with reality, the injured party or the party causing the damage has the right to request the Court or other competent state agency to change the compensation level.

When the injured party is at fault in causing the damage, he or she cannot compensate for the damage caused by his or her fault.

The party whose rights or interests are violated will not be compensated if the damage occurs due to not applying necessary and reasonable measures to prevent and limit damage to themselves.

Article 586. Individual's capacity to pay compensation for damage

People aged eighteen years or older who cause damage must compensate themselves.

If a person under fifteen years old causes damage but still has a parent, the parent must compensate for all damages; If the property of the parents is not enough to compensate and the minor child who caused the damage has his or her own property, use that property to compensate for the remaining balance, except for the case specified in Article 599 of this Code.

People from full fifteen years old to under eighteen years old who cause damage must compensate with their property; If there are not enough assets to compensate, the father and mother must compensate for the remaining balance with their assets.

If a minor, a person who has lost civil act capacity, or a person with difficulty in understanding or controlling acts that cause damage has a guardian, that guardian may use the property of the ward to compensate; If the ward has no assets or not enough assets to compensate, the guardian must compensate with his or her own assets; If the guardian can prove that he or she is not at fault in the guardianship, he or she does not have to take his or her property as compensation.

Article 587. Compensation for damage caused by many people

In case many people cause damage, those people must jointly compensate the damaged person. The compensation liability of each person who jointly causes damage is determined in proportion to the degree of each person's fault; If the level of fault cannot be determined, they must compensate for damages in equal parts.

Article 588. Statute of limitations for initiating a lawsuit to claim compensation for damages

The statute of limitations for filing a lawsuit to claim compensation for damages is 3 years from the date the person with the right to make the claim knew or should have known that his or her legitimate rights and interests were violated.

Section 2. DETERMINATION OF DAMAGES

Article 589. Damage caused by property infringement

Damage caused by property infringement includes:

Property is lost, destroyed or damaged.

Benefits associated with the use and exploitation of lost or reduced assets.

Reasonable costs to prevent, limit and repair damage.

Other damages prescribed by law.

Article 590. Damage due to violation of health

Damages due to compromised health include:

a) Reasonable expenses for treatment, training, and restoration of health and lost or reduced functions of the damaged person;

b) Actual lost or reduced income of the damaged person; If the actual income of the person suffering damage is unstable and cannot be determined, the average income of workers of the same type shall apply;

c) Reasonable expenses and actual lost income of the person taking care of the victim during the treatment period; If the damaged person loses the ability to work and needs someone to regularly take care of him or her, the damages include reasonable costs for taking care of the damaged person;

d) Other damages prescribed by law.

The person responsible for compensation in case another person's health is violated must compensate for damages as prescribed in Clause 1 of this Article and another amount of money to compensate for the mental damage that person suffers. The level of compensation to compensate for mental losses shall be agreed upon by the parties; If no agreement can be reached, the maximum salary for a person whose health is violated shall not exceed fifty times the base salary prescribed by the State.

Article 591. Damage due to infringement of life

Damages due to infringement of life include:

a) Damage due to violation of health as prescribed in Article 590 of this Code;

b) Reasonable expenses for burial;

c) Alimony for those to whom the aggrieved person is obliged to support;

d) Other damages prescribed by law.

The person responsible for compensation in case the life of another person is violated must compensate for the damage as prescribed in Clause 1 of this Article and another amount of money to compensate for mental losses to the relatives of the first line of inheritance of the damaged person. If there are no such people, the person that the damaged person has directly raised, the person who has directly raised the damaged person, will enjoy this money. The level of compensation to compensate for mental losses shall be agreed upon by the parties; If no agreement can be reached, the maximum amount for a person whose life is violated shall not exceed one hundred times the base salary prescribed by the State.

Article 592. Damage due to violation of honor, dignity, and reputation

Damage due to violation of honor, dignity, and reputation includes:

a) Reasonable costs to limit and overcome damage;

b) Actual income is lost or reduced;

c) Other damages prescribed by law.

The person responsible for compensation in case another person's honor, dignity, or reputation is violated must compensate for damages as prescribed in Clause 1 of this Article and another amount of money to compensate for the mental damage that person suffers. The level of compensation to compensate for mental losses shall be agreed upon by the parties; If no agreement can be reached, the maximum amount for a person whose honor, dignity, and reputation is violated shall not exceed ten times the base salary prescribed by the State.

Article 593. Time limit for compensation for damages due to infringement of life and health

In case the damaged person completely loses the ability to work, the damaged person is entitled to compensation from the time of complete loss of ability to work until death, unless otherwise agreed.

In case the person who suffered damage dies, the people to whom he or she was obliged to support while alive will receive alimony from the time the person whose life was violated dies within the following period:

a) A minor or a pregnant person who is the child of a deceased person and is still alive after birth is entitled to alimony until he reaches the age of eighteen, except in the case of a person from full fifteen to under eighteen years old who has worked and has enough income to support himself;

b) Adults who are unable to work are entitled to a pension until death.

For the deceased's conceived child, alimony is calculated from the time the person was born and alive.

Section 3. COMPENSATION FOR DAMAGES IN CERTAIN SPECIFIC CASES

Article 594. Compensation for damages in case of exceeding the limits of legitimate defense

The person who causes damage in the case of legitimate defense does not have to compensate the person who suffered damage.

The person who causes damage by exceeding the limit of legitimate defense must compensate the person who suffered the damage.

Article 595. Compensation for damages in cases exceeding the requirements of an urgent situation

In case damage occurs due to exceeding the requirements of an urgent situation, the person causing the damage must compensate the damaged person for the damage caused by exceeding the requirements of an urgent situation.

The person who caused the emergency situation that led to the damage must compensate the person who suffered the damage.

Article 596. Compensation for damage caused by users of stimulants

People who, due to drinking alcohol or using other stimulants, lose the ability to perceive and control their behavior, causing damage to others, must compensate.

When a person intentionally uses alcohol or other stimulants to cause another person to lose the ability to perceive and control their behavior and cause damage, they must compensate the damaged person.

Article 597. Compensation for damage caused by persons of legal entities

Legal entities must compensate for damage caused by their own people while performing tasks assigned by the legal entity; If the legal entity has compensated for the damage, it has the right to request the person at fault in causing the damage to repay an amount of money in accordance with the provisions of law.

Article 598. Compensation for damage caused by people performing official duties

The State is responsible for compensating for damages caused by illegal acts of people performing official duties according to the provisions of the Law on State Compensation Liability.

Article 599. Compensation for damage caused by people under fifteen years old or people who have lost civil act capacity during the time of direct management by schools, hospitals, or other legal entities

If a person under the age of fifteen causes damage while under the direct management of the school, the school must compensate for the damage caused.

If a person who has lost civil act capacity causes damage to another person during the period of direct management by a hospital or other legal entity, the hospital or other legal entity must compensate for the damage caused.

Schools, hospitals, and other legal entities specified in Clauses 1 and 2 of this Article are not required to compensate if they can prove that they are not at fault in their management; In this case, the father, mother, guardian of a person under fifteen years old, or a person who has lost civil act capacity must compensate.

Article 600. Compensation for damage caused by employees and apprentices

Individuals and legal entities must compensate for damage caused by employees or apprentices while performing assigned work and have the right to request employees or apprentices who are at fault in causing damage to repay an amount of money in accordance with the provisions of law.

Article 601. Compensation for damage caused by sources of extreme danger

Sources of extreme danger include motor vehicles, power transmission systems, operating industrial plants, weapons, explosives, inflammables, toxins, radioactive substances, wild animals and other sources of extreme danger prescribed by law.

The owner of a source of extreme danger must operate, use, preserve, look after and transport the source of extreme danger in accordance with the provisions of law.

The owner of a source of extreme danger must compensate for damage caused by the source of extreme danger; If the owner has given it to another person to possess and use, that person must compensate, unless otherwise agreed.

The owner, possessor, or user of extremely dangerous sources must compensate for damage even if they are not at fault, except in the following cases:

a) The damage occurred entirely due to the intentional fault of the damaged person;

b) Damage occurring in cases of force majeure or emergency situations, unless otherwise prescribed by law.

In case a source of extreme danger is possessed or used illegally, the person who is illegally possessing or using the source of extreme danger must compensate for the damage.

When the owner, possessor, or user of a source of extreme danger is at fault in allowing the source of extreme danger to be possessed or used illegally, he/she must jointly compensate for the damage.

Article 602. Compensation for damage caused by environmental pollution

The subject who pollutes the environment and causes damage must compensate according to the provisions of law, even if that subject is not at fault.

Article 603. Compensation for damage caused by animals

The animal owner must compensate for damage caused by the animal to others. The person who owns and uses the animal must compensate for damage during the time of possessing and using the animal, unless otherwise agreed.

In case a third person is completely at fault for causing an animal to cause damage to another person, the third person must compensate for the damage; If the third party and the owner are both at fault, they must jointly compensate for the damage.

In case an animal is possessed or used illegally, causing damage, the person possessing or using it illegally must compensate; When the owner, possessor, or user of an animal is at fault in allowing the animal to be possessed or used illegally, he/she must jointly compensate for the damage.

In case an animal roams freely according to custom and causes damage, the owner of that animal must compensate according to custom but must not violate the law or social ethics.

Article 604. Compensation for damage caused by trees

The owner, possessor, or person assigned to manage the tree must compensate for damage caused by trees.

Article 605. Compensation for damage caused by houses and other construction works

The owner, possessor, or person assigned to manage and use houses or other construction works must compensate for damage caused by those houses or other construction works to others.

When the construction worker is at fault in causing damage to a house or other construction project, he or she must jointly compensate.

Article 606. Compensation for damage caused by violating the body

Individuals and legal entities that violate the body must compensate for damages.

Damage caused by violating the body includes reasonable costs to limit and repair the damage.

The person responsible for compensation when the body is violated must pay compensation according to the provisions of Clause 2 of this Article and another amount of money to compensate for mental losses to the relatives of the first line of inheritance of the deceased. If there are no such people, the person who directly raised the deceased will enjoy this money. The level of compensation to compensate for mental losses shall be agreed upon by the parties; If no agreement can be reached, the maximum amount for each violated body shall not exceed thirty times the base salary prescribed by the State.

Article 607. Compensation for damage caused by violation of graves

Individuals and legal entities who violate other people's graves must compensate for damages.

Damage caused by grave desecration includes reasonable costs to limit and repair the damage.

The person responsible for compensation in case another person's grave is violated must pay compensation according to the provisions of Clause 2 of this Article and another amount of money to compensate for mental losses to relatives according to the order of inheritance of the deceased; If there are no such people, the person who directly takes care of the deceased will receive this money. The level of compensation to compensate for mental losses shall be agreed upon by the parties; If no agreement can be reached, the maximum amount for each desecrated grave shall not exceed ten times the base salary prescribed by the State.

Article 608. Compensation for damages due to violation of consumer rights

Individuals and legal entities that produce and trade goods and services that do not ensure the quality of goods and services and cause damage to consumers must compensate.

Part four

INHERITANCE

Article 609. Inheritance rights

Individuals have the right to make a will to dispose of their assets; leave your property to your heirs at law; inherit according to will or law.

The heir is not an individual with the right to inherit the estate according to the will.

Article 610. Equal inheritance rights of individuals

All individuals are equal in the right to leave their property to others and the right to enjoy inheritance according to will or law.

Article 611. Time and place to open inheritance

The time to open the inheritance is the time the person with the property dies. In case the Court declares a person dead, the time of opening the inheritance is the date determined in Clause 2, Article 71 of this Code.

The place where the inheritance is opened is the last residence of the person leaving the estate; If the final place of residence cannot be determined, the location for opening the inheritance is the place where the entire estate is located or where the majority of the estate is located.

Article 612. Heritage

The estate includes the deceased's personal property and the deceased's portion of property in common with others.

Article 613. Heirs

An heir is an individual who must be alive at the time of opening the inheritance or born and alive after the time of opening the inheritance but conceived before the death of the person leaving the inheritance. In case the heir under the will is not an individual, it must exist at the time of opening the inheritance.

Article 614. Time when the rights and obligations of the heir arise

From the time of opening the inheritance, the heirs have the property rights and obligations left by the deceased.

Article 615. Fulfillment of property obligations left by the deceased

Inheritors are responsible for performing property obligations within the scope of the estate left by the deceased, unless otherwise agreed.

In case the estate has not been divided, the property obligations left by the deceased will be performed by the estate manager according to the agreement of the heirs within the scope of the estate left by the deceased.

In case the estate has been divided, each heir shall fulfill the property obligations left by the deceased corresponding to but not exceeding the portion of property he or she received, unless otherwise agreed.

In case the heir is not an individual inheriting the estate according to the will, he/she must also fulfill the property obligations left by the deceased as if the heir is an individual.

Article 616. Estate managers

The administrator of the estate is a person appointed in the will or appointed by agreement of the heirs.

In case the will does not appoint an estate manager and the heirs have not yet appointed an estate manager, the person currently possessing, using, and managing the estate will continue to manage that estate until the heirs appoint an estate manager.

In case the heir has not been determined and the estate does not have a manager according to the provisions of Clauses 1 and 2 of this Article, the estate will be managed by a competent state agency.

Article 617. Obligations of estate managers

The estate manager specified in Clauses 1 and 3, Article 616 of this Code has the following obligations:

a) Make a list of heritage; recover property belonging to the deceased's estate that is currently in possession of another person, unless otherwise prescribed by law;

b) Preserving heritage; Do not sell, exchange, donate, pledge, mortgage or otherwise dispose of property without the written consent of the heirs;

c) Inform the heirs about the status of the estate;

d) Compensate for damages if violating one's obligations causes damage;

d) Return the estate at the request of the heir.

People who are possessing, using and managing the estate specified in Clause 2, Article 616 of this Code have the following obligations:

a) Preserving heritage; Do not sell, exchange, donate, pledge, mortgage or dispose of property in any other form;

b) Notify the heirs about the estate;

c) Compensate for damages if violating one's obligations causes damage;

d) Return the estate as agreed in the contract with the estate leaver or at the request of the heir.

Article 618. Rights of estate managers

The estate manager specified in Clauses 1 and 3, Article 616 of this Code has the following rights:

a) Representing heirs in relations with third parties related to inheritance;

b) Receive remuneration as agreed with the heirs;

c) Receive payment for heritage preservation costs.

People who are possessing, using and managing the estate specified in Clause 2, Article 616 of this Code have the following rights:

a) Continue to use the estate as agreed upon in the contract with the estate leaver or with the consent of the heirs;

b) Receive remuneration as agreed with the heirs;

c) Receive payment for heritage preservation costs.

In case an agreement cannot be reached with the heirs on the level of remuneration, the estate manager is entitled to a reasonable remuneration.

Article 619. Inheritance by people who have the right to inherit each other's estate and die at the same time

In cases where people who have the right to inherit each other's estates all die at the same time or are considered to have died at the same time because it is impossible to determine who died first (hereinafter referred to as death at the same time), they are not entitled to inherit each other's estate and each person's estate is enjoyed by that person's heir, except in the case of succession inheritance as prescribed in Article 652 of this Code.

Article 620. Refusal to accept inheritance

The heir has the right to refuse to receive the inheritance, except in cases where the refusal is to avoid performing his or her property obligations to others.

Refusal to accept the inheritance must be made in writing and sent to the estate manager, other heirs, and the person assigned to divide the estate for information.

Refusal to receive the inheritance must be expressed before the time of division of the estate.

Article 621. Persons not entitled to inheritance

The following people are not entitled to inherit:

a) People convicted of intentional acts of infringing on the life or health or of acts of serious mistreatment or torture of the person leaving the estate, or of seriously violating the honor and dignity of that person;

b) The person seriously violates the obligation to care for the person leaving the estate;

c) A person convicted of intentionally infringing on the life of another heir in order to enjoy part or all of the inheritance that that heir is entitled to enjoy;

d) People who deceive, coerce or prevent the estate leaver from making a will; Forging a will, altering a will, canceling a will, concealing a will in order to enjoy part or all of the estate against the will of the person leaving the estate.

The people specified in Clause 1 of this Article are still entitled to inherit, if the person leaving the legacy knew the actions of those people, but still allowed them to enjoy the inheritance according to the will.

Article 622. Property without heirs

In case there is no heir according to the will or law, or there is one but is not entitled to the inheritance or refuses to receive the inheritance, the remaining property after fulfilling the property obligations without an heir belongs to the State.

Article 623. Statute of inheritance

The statute of limitations for an heir to request division of the estate is 30 years for real estate, 10 years for movable property, from the time of opening the inheritance. At the end of this period, the estate belongs to the heir who is managing that estate. In case there is no heir managing the estate, the estate will be resolved as follows:

a) The property belongs to the current possessor as prescribed in Article 236 of this Code;

b) Heritage belongs to the State, if there is no possessor specified in Point a of this Clause.

The statute of limitations for an heir to request confirmation of his or her inheritance rights or rejection of another person's inheritance rights is 10 years from the time of opening the inheritance.

The statute of limitations for requiring heirs to fulfill obligations regarding the property left by the deceased is 3 years from the time of opening the inheritance.

Article 624. Wills

A will is an expression of an individual's will to transfer his or her assets to others after death.

Article 625. Testator

Adults who meet the conditions prescribed in Point a, Clause 1, Article 630 of this Code have the right to make a will to dispose of their assets.

People from full fifteen years old to under eighteen years old may make a will, if their father, mother or guardian agrees to make a will.

Article 626. Rights of the testator

The testator has the following rights:

Appointment of heirs; disqualify the heir from enjoying the inheritance.

Allocate the inheritance to each heir.

Set aside a portion of assets in the heritage block for bequests and worship.

Assign obligations to heirs.

Appoint the keeper of the will, the administrator of the estate, and the person to distribute the estate.

Article 627. Form of will

The will must be made in writing; If it is not possible to make a written will, an oral will can be made.

Article 628. Written will

A written will includes:

Written wills without witnesses.

Written will with witnesses.

Notarized written will.

Written and authenticated will.

Article 629. Oral will

In cases where a person's life is threatened by death and a written will cannot be made, an oral will can be made.

After 3 months from the time of the oral will, if the testator is alive, alert, and clear-sighted, the oral will is automatically annulled.

Article 630. Legal will

A legal will must meet all of the following conditions:

a) The testator was lucid and wise while making the will; not be deceived, threatened or coerced;

b) The content of the will does not violate prohibitions of the law or is not contrary to social ethics; The form of the will does not violate the provisions of law.

The will of a person from fifteen years old to under eighteen years old must be made in writing and must have the consent of the father, mother or guardian to make the will.

The will of a person with physical limitations or of an illiterate person must be made in writing by witnesses and notarized or authenticated.

A written will that is not notarized or authenticated is only considered legal if it meets all the conditions specified in Clause 1 of this Article.

An oral will is considered legal if the oral testator expresses his/her final will in front of at least two witnesses and immediately after the oral testator expresses his/her final will, the witness records it and signs or fingerprints it. Within 05 working days from the date the oral testator expressed his/her final will, the will must be certified by a notary public or competent authentication agency with the signature or fingerprint of the witness.

Article 631. Contents of the will

The will includes the following main contents:

a) Date, month and year of making the will;

b) Full name and place of residence of the testator;

c) Full name of person, agency or organization entitled to inherit;

d) The legacy left behind and the place where the legacy is located.

In addition to the contents specified in Clause 1 of this Article, a will may have other contents.

The will must not be abbreviated or written in symbols. If the will consists of many pages, each page must be serially numbered and have the signature or fingerprint of the testator.

In case the will has erasures or corrections, the person who wrote the will or the person witnessing the will must sign next to the erasures or corrections.

Article 632. Witnesses for making a will

Everyone can witness the making of a will, except the following people:

Heirs according to the will or law of the testator.

Person with property rights and obligations related to the content of the will.

Minors, people who have lost civil act capacity, people with difficulty in cognition and behavior control.

Article 633. Written will without witnesses

The testator must write and sign the will himself.

Making a will in writing without witnesses must comply with the provisions of Article 631 of this Code.

Article 634. Written will with witnesses

In case the testator does not write the will himself, he can type it himself or ask someone else to write or type the will, but there must be at least two witnesses. The testator must sign or fingerprint the will in front of witnesses; Witnesses confirm the testator's signature and fingerprint and sign the will.

Making a will in writing with witnesses must comply with the provisions of Article 631 and Article 632 of this Code.

Article 635. Notarized or authenticated wills

The testator can request that the will be notarized or authenticated.

Article 636. Procedures for making wills at notary organizations or commune-level People's Committees

Making a will at a notary practice organization or commune-level People's Committee must comply with the following procedures:

The testator declares the contents of the will before a notary or person with authentication authority of the commune-level People's Committee. The notary public or person with authentication authority of the commune-level People's Committee must record the content declared by the testator. The testator signs or marks the will after confirming that the will has been accurately recorded and accurately represents his or her will. A notary public or person with authentication authority of the commune-level People's Committee signs the will.

In case the testator cannot read or hear the will, cannot sign or fingerprint, he must ask a witness and this person must sign the will in front of a notary public or a person with authentication authority of the commune-level People's Committee. A notary public or person with authentication authority of the commune-level People's Committee shall certify the will in front of the testator and witnesses.

Article 637. Persons not allowed to have wills notarized or authenticated

Notaries or authorized persons of the Commune People's Committee are not allowed to notarize or authenticate a will if it falls into one of the following cases:

Heirs according to the will or law of the testator.

A person whose father, mother, spouse, or children are heirs according to will or law.

Persons with property rights and obligations related to the contents of the will.

Article 638. A written will is as valid as a notarized or authenticated will

Wills of active duty soldiers must be certified by the head of the unit at company level or higher, if the soldier cannot request notarization or authentication.

The will of a person traveling on a ship or plane must be certified by the commander of that vehicle.

The will of a person being treated at a hospital, other medical treatment or nursing facility must be certified by the person in charge of that hospital or facility.

The will of a person who is doing survey, exploration, and research work in mountainous areas or islands, certified by the person in charge of the unit.

Wills of Vietnamese citizens living abroad must be certified by the Vietnamese consulate or diplomatic representative in that country.

The will of a person who is in detention, temporary detention, is serving a prison sentence, or is serving administrative measures at an educational facility or medical treatment facility, certified by the person in charge of that facility.

Article 639. Wills are made by a notary at the residence

The testator can request a notary to come to his or her residence to draw up the will.

The procedure for making a will at home is carried out like the procedure for making a will at a notary practice organization according to the provisions of Article 636 of this Code.

Article 640. Modifying, supplementing, replacing, and canceling wills

The testator can amend, supplement, replace or cancel the will at any time.

In case the testator supplements the will, the will and the supplement have the same legal effect; If part of the will and the additional part conflict, only the additional part will have legal effect.

In case the testator replaces the will with a new will, the previous will is annulled.

Article 641. Keeping the will

The testator can request the notary organization to keep or send someone else to keep the will.

In case a notary practice organization retains the will, it must preserve and preserve it according to the provisions of this Code and the law on notarization.

The holder of the will has the following obligations:

a) Keep the will's contents secret;

b) Preserve and preserve the will; If the will is lost or damaged, it must be reported immediately to the testator;

c) Return the will to the heir or person with authority to announce the will, when the testator dies. The handover of the will must be made in writing, signed by the deliverer and recipient and in the presence of at least two witnesses.

Article 642. Lost or damaged will

From the time of opening the inheritance, if the will is lost or damaged to the extent that it does not fully express the will of the testator and there is no evidence to prove the true will of the testator, then it is considered that there is no will and the provisions on inheritance according to law will apply.

In case an undivided estate is found and a will is found, the estate will be divided according to the will.

During the statute of limitations for requesting division of an estate, in case the estate has been divided and a will is found, it must be redistributed according to the will if the heirs according to the will request.

Article 643. Validity of wills

The will takes effect from the time the inheritance is opened.

A will is not valid in whole or in part in the following cases:

a) The heir under the will dies before or at the same time as the testator;

b) The agency or organization designated as the heir no longer exists at the time of opening the inheritance.

In case there are many heirs according to the will and one person dies before or at the same time as the testator, and one of the many agencies or organizations designated to inherit according to the will no longer exists at the time of opening the inheritance, then only the part of the will related to this individual, agency or organization will not be effective.

A will is not valid if the inheritance left to the heir no longer exists at the time of opening the inheritance; If only part of the inheritance left to the heir remains, the will regarding the remaining inheritance will still be valid.

When a will has an illegal part that does not affect the validity of the remaining parts, only that part is invalid.

When a person leaves multiple wills for a property, only the last will is valid.

Article 644. Heirs do not depend on the contents of the will

The following people are still entitled to a share of the estate equal to two-thirds of the legal heir's share if the estate is divided according to law, in case they are not entitled to the inheritance by the testator or are only entitled to a share of the estate that is less than two-thirds of that share:

a) Minor children, father, mother, wife, husband;

b) Adult children who are unable to work.

The provisions in Clause 1 of this Article do not apply to people who refuse to receive the inheritance as prescribed in Article 620 or who do not have the right to enjoy the inheritance as prescribed in Clause 1, Article 621 of this Code.

Article 645. Heritage used for worship

In case the testator leaves a portion of the inheritance to be used for worship, that portion of the inheritance is not divided into inheritance and is assigned to the person designated in the will to manage to perform the worship; If the designated person does not carry out the will properly or does not comply with the agreement of the heirs, the heirs have the right to hand over the portion of the estate used for worship to someone else to manage and worship.

In case the person leaving the legacy does not appoint a person to manage the worship legacy, the heirs will appoint someone to manage the worship legacy.

In case all the heirs according to the will are dead, the portion of the inheritance used for worship belongs to the person who is legally managing that inheritance among the legal heirs.

In case the deceased person's entire inheritance is not enough to pay that person's property obligations, part of the inheritance cannot be used for worship.

Article 646. Bequest

A bequest is when a testator sets aside part of his or her inheritance to give to another person. The bequest must be clearly stated in the will.

The bequest recipient is an individual who must be alive at the time of opening the inheritance or must be born and still alive after the time of opening the inheritance but must have become pregnant before the death of the person leaving the inheritance. In case the beneficiary is not an individual, it must exist at the time of opening the inheritance.

The deceased does not have to fulfill the property obligations regarding the donated portion, except in cases where the entire inheritance is not enough to pay the testator's property obligations, then the donated portion will also be used to fulfill the remaining obligations of this person.

Article 647. Announcement of will

In case a written will is kept at a notary practice organization, the notary public will be the one to announce the will.

In case the person leaving the will appoints a person to announce the will, this person has the obligation to announce the will; If the person leaving the will does not appoint or has appointed but the designated person refuses to announce the will, the remaining heirs will agree to appoint someone to announce the will.

After the time of opening the inheritance, the person announcing the will must send copies of the will to all people related to the will's content.

The person who receives a copy of the will has the right to request a comparison with the original will.

In case the will is made in a foreign language, the will must be translated into Vietnamese and must be notarized or authenticated.

Article 648. Explanation of will content

In case the content of the will is unclear leading to many different interpretations, the heirs under the will must jointly explain the content of the will based on the deceased's previous true wishes, taking into account the relationship of the deceased with the heirs under the will. When these people do not agree on how to understand the will's content, they have the right to request the Court to resolve it.

In case there is part of the will's content that cannot be explained but does not affect the remaining parts of the will, only the unexplained part will not be valid.

Article 649. Inheritance according to law

Inheritance according to law is inheritance according to the line of inheritance, the conditions and order of inheritance are prescribed by law.

Article 650. Cases of inheritance according to law

Inheritance by law applies in the following cases:

a) There is no will;

b) The will is not legal;

c) Heirs under the will die before or at the same time as the testator; The agency or organization entitled to inherit under the will no longer exists at the time of opening the inheritance;

d) People who are designated as heirs according to the will but do not have the right to inherit or refuse to receive the inheritance.

Inheritance by law also applies to the following inheritance:

a) The portion of the estate not determined in the will;

b) The portion of the estate related to the part of the will is not legally effective;

c) The inheritance is related to the heirs according to the will but they do not have the right to inherit, refuse to receive the inheritance, die before or at the same time as the testator; related to agencies and organizations that are entitled to the inheritance according to the will, but no longer exist at the time of opening the inheritance.

Article 651. Heirs at law

The heirs at law are specified in the following order:

a) The first line of inheritance includes: spouse, biological father, biological mother, adoptive father, adoptive mother, biological children, and adopted children of the deceased;

b) The second line of inheritance includes: grandfather, grandmother, maternal grandfather, maternal grandmother, biological brother, biological sister, younger sibling of the deceased; grandchildren of the deceased and the deceased is a grandfather, grandmother, maternal grandfather, maternal grandmother;

c) The third line of inheritance includes: paternal and maternal great-grandparents of the deceased; paternal uncle, paternal uncle, paternal uncle, paternal aunt, paternal aunt of the deceased; nephew of the deceased and the deceased is a paternal uncle, maternal uncle, maternal uncle, maternal aunt, maternal aunt; The deceased's great-grandchildren are paternal and maternal great-grandchildren.

Heirs of the same line enjoy equal shares of the inheritance.

Those in the next line of inheritance are only entitled to inherit, if there is no one left in the previous line of inheritance because they are dead, have no right to inherit, are disqualified from inheriting or refuse to receive the inheritance.

Article 652. Inheritance

In case the child of the person leaving the legacy dies before or at the same time as the person leaving the legacy, the child will enjoy the portion of the inheritance that the child's father or mother would enjoy if still alive; If the grandchild also dies before or at the same time as the person leaving the estate, the great-grandchild will enjoy the inheritance that the great-grandchild's father or mother would enjoy if still alive.

Article 653. Inheritance relationships between adopted children and adoptive fathers, adoptive mothers and biological fathers and biological mothers

Adopted children, adoptive fathers and adoptive mothers can inherit each other's estate and can also inherit estates according to the provisions of Article 651 and Article 652 of this Code.

Article 654. Inheritance relationship between stepchildren and stepfather and stepmother

Stepchildren and stepfathers and stepmothers, if they have a relationship of caring and raising each other like father-son or mother-child, will inherit each other's estate and also inherit the estate according to the provisions of Article 652 and Article 653 of this Code.

Article 655. Inheritance in cases where husband and wife have divided common property; The spouse is seeking a divorce or is married to someone else

In case husband and wife divided their common property while the marriage was still alive and then one person died, the surviving person will still inherit the estate.

In case a husband or wife applies for a divorce but has not yet been granted a divorce or has been granted a divorce by the Court through a judgment or decision that has not yet taken legal effect, if one person dies, the surviving person will still inherit the estate.

A person who is a person's spouse at the time of that person's death, even if he or she later marries someone else, still inherits the estate.

Article 656. Meeting of heirs

After the announcement of the opening of the inheritance or the will is announced, the heirs can meet to agree on the following:

a) Appoint a person to manage the estate, a person to divide the estate, and determine the rights and obligations of these people, if the person leaving the estate does not specify in the will;

b) How to divide the estate.

All agreements between heirs must be made in writing.

Article 657. Person dividing the estate

The person dividing the estate can also be the administrator of the estate appointed in the will or appointed by agreement of the heirs.

The person dividing the estate must divide the estate according to the will or agreement of the heirs at law.

The person dividing the estate is entitled to remuneration, if the person leaving the estate allows it in the will or the heirs have an agreement.

Article 658. Payment priority order

Property obligations and inheritance-related expenses are paid in the following order:

Reasonable expenses according to customs for burial.

The alimony is still missing.

Costs for preserving heritage.

Subsidies for dependents.

Labor wages.

Compensation money.

Taxes and other payables to the state budget.

Other debts to individuals and legal entities.

Fine.

Other expenses.

Article 659. Division of estate according to will

The division of the estate is carried out according to the will of the testator; If the will does not clearly determine the share of each heir, the estate will be divided equally among the people designated in the will, unless otherwise agreed.

In case the will determines the division of the inheritance in kind, the heir shall receive in kind along with the yield and income obtained from that kind or must bear the reduced value of the kind as of the time of division of the inheritance; If the artifact is destroyed due to someone else's fault, the heir has the right to claim compensation for damages.

In case the will only determines the division of the estate in proportion to the total value of the estate, this proportion is calculated on the value of the estate remaining at the time of division of the estate.

Article 660. Division of estate according to law

When dividing the inheritance, if there is an heir in the same row who is pregnant but not yet born, a portion of the inheritance must be reserved equal to the portion that another heir is entitled to, so that if that heir is still alive at birth, he or she can enjoy it; If he dies before being born, the other heirs will inherit.

Heirs have the right to request division of the estate in kind; If it is not possible to divide equally in kind, the heirs can agree on the valuation of the kind and the recipient of the kind; If no agreement can be reached, the object will be sold and divided.

Article 661. Restrictions on division of estate

In cases where according to the will of the testator or by agreement of all the heirs, the estate can only be divided after a certain period of time, then only after that period has expired will the estate be divided.

In case of request to divide the inheritance and the division of the estate seriously affects the life of the surviving spouse and family, the surviving party has the right to request the Court to determine the portion of the inheritance that the heirs are entitled to but have not yet divided the estate within a certain period of time. This period must not exceed 3 years from the time of opening the inheritance. At the end of the 3-year period, if the surviving party can prove that the division of the estate still seriously affects their family's life, they have the right to request the Court to extend it once but not to exceed 3 years.

Article 662. Division of inheritance in case there is a new heir or an heir whose inheritance rights are denied

In case the inheritance has been divided and a new heir appears, the inheritance in kind will not be redistributed, but the heirs who have received the inheritance must pay the new heir an amount of money corresponding to that person's portion of the inheritance at the time of inheritance division in proportion to the portion of the inheritance received, unless otherwise agreed.

In case the inheritance has been divided and an heir is denied the right to inherit, that person must return the inheritance or pay an amount equivalent to the value of the inheritance at the time of inheritance division to the heirs, unless otherwise agreed.

Part five

LAW APPLICABLE TO CIVIL RELATIONS INCLUDING FOREIGN ELEMENTS

Article 663. Scope of application

This part regulates the law applicable to civil relations involving foreign elements.

In case another law has provisions on laws applicable to civil relations involving foreign elements that are not contrary to the provisions of Articles 664 to 671 of this Code, that law shall apply; if contrary, the relevant provisions of Part Five of this Code shall apply.

Civil relations with foreign elements are civil relations in one of the following cases:

a) At least one of the participating parties is a foreign individual or legal entity;

b) The participating parties are all Vietnamese citizens and Vietnamese legal entities, but the establishment, change, implementation or termination of that relationship takes place abroad;

c) The participating parties are all Vietnamese citizens and Vietnamese legal entities, but the object of that civil relationship is abroad.

Article 664. Determination of laws applicable to civil relations involving foreign elements

The law applicable to civil relations with foreign elements is determined according to international treaties to which the Socialist Republic of Vietnam is a member or Vietnamese law.

In case an international treaty to which the Socialist Republic of Vietnam is a member or Vietnamese law stipulates that the parties have the right to choose, the law applicable to civil relations with foreign elements is determined according to the parties' choice.

In case the applicable law cannot be determined according to the provisions of Clauses 1 and 2 of this Article, the applicable law is the law of the country with the closest connection to the civil relationship with that foreign element.

Article 665. Application of international treaties to civil relations involving foreign elements

In case an international treaty to which the Socialist Republic of Vietnam is a member contains provisions on the rights and obligations of parties participating in civil relations involving foreign elements, the provisions of that international treaty shall apply.

In case an international treaty to which the Socialist Republic of Vietnam is a member has provisions different from the provisions of this Part and other laws on the law applicable to civil relations with foreign elements, the provisions of that international treaty shall apply.

Article 666. Application of international practices

The parties may choose international practices in the cases specified in Clause 2, Article 664 of this Code. If the consequences of applying that international practice are contrary to the basic principles of Vietnamese law, then Vietnamese law shall apply.

Article 667. Application of foreign laws

In cases where foreign laws are applied but have different interpretations, the application must follow the interpretation of the competent authority in that country.

Article 668. Scope of law referred to

The law referred to includes provisions on determining applicable law and regulations on the rights and obligations of parties participating in civil relations, except for the case specified in Clause 4 of this Article.

In case of reference to Vietnamese law, the provisions of Vietnamese law on the rights and obligations of the parties participating in civil relations apply.

In case of reference to the law of a third country, the provisions of the third country's law on the rights and obligations of the parties participating in civil relations shall apply.

In the case specified in Clause 2, Article 664 of this Code, the law chosen by the parties is the regulation on the rights and obligations of the parties participating in civil relations, excluding regulations on determining applicable law.

Article 669. Application of laws of countries with multiple legal systems

In case the law of a country has multiple legal systems referred to, the applicable law is determined according to the principles prescribed by the law of that country.

Article 670. Cases where foreign law does not apply

The foreign law referred to does not apply in the following cases:

a) Consequences of applying foreign law contrary to the basic principles of Vietnamese law;

b) The content of foreign law cannot be determined even though necessary measures have been applied according to the provisions of procedural law.

In case foreign law is not applied according to the provisions of Clause 1 of this Article, Vietnamese law shall apply.

Article 671. Statute of limitations

The statute of limitations for civil relations involving foreign elements is determined according to the law applicable to that civil relationship.

Article 672. Basis for determining the law applicable to stateless persons and persons with multiple nationalities

In case the law referred to is the law of the country of which the individual has nationality but that individual is stateless, the applicable law is the law of the country where that person resides at the time civil relations with foreign elements arise. If that person has multiple places of residence or the place of residence cannot be determined at the time a civil relationship with a foreign element arises, the applicable law is the law of the country where that person has the closest connection.

In case the law referred to is the law of the country of which the individual has nationality but that individual has multiple nationalities, the applicable law is the law of the country where that person has nationality and resides at the time the civil relationship with foreign elements arises. If that person has multiple places of residence or the place of residence cannot be determined or the place of residence and place of nationality are different at the time a civil relationship with a foreign element arises, the applicable law is the law of the country of which that person has nationality and has the closest connection.

In case the law referred to is the law of the country of which the individual has nationality but that individual has multiple nationalities, including Vietnamese nationality, the applicable law is Vietnamese law.

Article 673. Civil legal capacity of individuals

An individual's civil legal capacity is determined according to the law of the country of which that person is a citizen.

Foreigners in Vietnam have the same civil legal capacity as Vietnamese citizens, unless otherwise prescribed by Vietnamese law.

Article 674. Civil act capacity of individuals

An individual's civil act capacity is determined according to the law of the country of which that person has citizenship, except for the cases specified in Clause 2 of this Article.

In case a foreigner establishes and performs civil transactions in Vietnam, the civil act capacity of that foreigner is determined according to Vietnamese law.

Identifying individuals who have lost civil act capacity, have difficulties in cognition, control behavior or have limited civil act capacity in Vietnam according to Vietnamese law.

Article 675. Determination of missing or dead individuals

The determination of a missing or dead individual shall comply with the law of the country of which that person was a citizen at the time before the last information about that person was available, except for the case specified in Clause 2 of this Article.

Identification in Vietnam of a missing or dead individual according to Vietnamese law.

Article 676. Legal entities

The nationality of a legal entity is determined according to the law of the country where the legal entity is established.

Civil legal capacity of legal entities; name of the legal entity; Legal representative of the legal entity; the organization, reorganization, and dissolution of legal entities; relationship between a legal entity and its members; The responsibilities of a legal entity and its members for the legal entity's obligations are determined according to the law of the country of which the legal entity has nationality, except for the case specified in Clause 3 of this Article.

In case a foreign legal entity establishes and performs civil transactions in Vietnam, the civil legal capacity of that foreign legal entity is determined according to Vietnamese law.

Article 677. Classification of assets

The classification of assets as movable or real estate is determined according to the law of the country where the assets are located.

Article 678. Ownership and other rights to property

The establishment, implementation, change, and termination of ownership rights and other rights to property are determined according to the law of the country where the property is located, except for the cases specified in Clause 2 of this Article.

Ownership and other rights to movable property in transit are determined according to the law of the country where the movable property is transferred, unless otherwise agreed.

Article 679. Intellectual property rights

Intellectual property rights are determined according to the law of the country where the object of intellectual property rights is sought to be protected.

Article 680. Inheritance

Inheritance is determined according to the law of the country of which the person leaving the inheritance had nationality immediately before death.

The exercise of inheritance rights over real estate is determined according to the law of the country where the real estate is located.

Article 681. Wills

The capacity to make a will, change or revoke a will is determined according to the law of the country of which the testator is a national at the time of making, changing or canceling the will.

The form of a will is determined by the law of the country where the will is made. The form of a will is also recognized in Vietnam if it complies with the law of one of the following countries:

a) The country where the testator resides at the time of making the will or at the time of the testator's death;

b) The country where the testator has nationality at the time of making the will or at the time of the testator's death;

c) Country where the real estate is located if the inheritance is real estate.

Article 682. Guardianship

Guardianship is determined according to the law of the country where the ward resides.

Article 683. Contract

The parties in a contractual relationship may agree to choose the law applicable to the contract, except for the cases specified in Clauses 4, 5 and 6 of this Article. In case the parties do not have an agreement on applicable law, the law of the country with the closest connection to that contract shall apply.

The laws of the following countries are considered the laws of the country with the closest connection to the contract:

a) Law of the country where the seller resides if he is an individual or where he is established if he is a legal entity for goods purchase and sale contracts;

b) Law of the country where the service provider resides if it is an individual or the place of establishment if it is a legal entity for service contracts;

c) Law of the country where the recipient resides if it is an individual or the place of establishment if it is a legal entity for contracts to transfer use rights or transfer intellectual property rights;

d) Laws of the country where the employee regularly performs work for the labor contract. If the employee regularly performs work in many different countries or cannot determine where the employee regularly performs work, the law of the country with the closest connection to the labor contract is the law of the country where the employer resides for individuals or is established for legal entities;

d) Law of the country where the consumer resides regarding consumer contracts.

In case it can be proven that the law of a country other than the law stated in Clause 2 of this Article has a closer relationship with the contract, the applicable law is the law of that country.

In case the contract has an object of real estate, the law applicable to the transfer of ownership and other rights to real estate assets, real estate lease or the use of real estate to ensure the performance of obligations is the law of the country where the real estate is located.

In case the law chosen by the parties in a labor contract or consumer contract affects the minimum rights of employees and consumers according to the provisions of Vietnamese law, Vietnamese law shall apply.

The parties may agree to change the law applicable to the contract, but such change must not affect the legitimate rights and interests of a third party enjoyed before the change in applicable law, unless the third party agrees.

The form of the contract is determined according to the law applicable to that contract. In case the form of the contract is not consistent with the form of contract under the law applicable to that contract, but is consistent with the form of contract under the law of the country where the contract is entered into or the law of Vietnam, then that form of contract will be recognized in Vietnam.

Article 684. Unilateral legal acts

The law applicable to unilateral legal acts is the law of the country where the individual establishing that act resides or where the legal entity establishing that act is established.

Article 685. Obligation to repay due to possession, use, or benefit from property without legal basis

The obligation to repay due to possession, use, or benefit of property without a legal basis is determined according to the law of the country where the property is possessed or used or where the benefit arises without a legal basis.

Article 686. Performing work without authorization

The parties may agree to choose the law applicable to the performance of work without authorization. In case there is no agreement, the applicable law is the law of the country where the work is performed without authorization.

Article 687. Compensation for non-contractual damages

The parties may agree to choose the law applicable to compensation for non-contractual damages, except for the case specified in Clause 2 of this Article. In case there is no agreement, the law of the country where the consequences of the damaging event arise will apply.

In case the party causing the damage and the injured party have their place of residence, for individuals or places of establishment, for legal entities in the same country, the law of that country shall apply.

Part six

IMPLEMENTATION PROVISIONS

Article 688. Transitional provisions

For civil transactions established before the effective date of this Code, the application of the law is prescribed as follows:

a) A civil transaction that has not been performed but has a content and form different from the provisions of this Code, the transaction subject will continue to carry out the transaction in accordance with the provisions of the Civil Code No. 33/2005/QH11 and legal documents detailing the Civil Code No. 33/2005/QH11, unless the parties to the civil transaction have agreed to amend and supplement the content and form of the transaction to comply with the provisions of this Code. accordance with this Code and to apply the provisions of this Code.

For civil transactions being carried out that have content and form different from the provisions of this Code, the provisions of Civil Code No. 33/2005/QH11 and legal documents detailing Civil Code No. 33/2005/QH11 shall apply;

b) Civil transactions that have not been performed or are being performed but have content and form consistent with the provisions of this Code, the provisions of this Code shall apply;

c) If a civil transaction is completed before the effective date of this Code and there is a dispute, the provisions of Civil Code No. 33/2005/QH11 and legal documents detailing Civil Code No. 33/2005/QH11 shall apply to resolve;

d) The statute of limitations applies according to the provisions of this Code.

This Code does not apply to protests according to cassation or retrial procedures for cases that the Court has resolved according to civil law provisions before the effective date of this Code.

Article 689. Effectiveness of implementation

This Code takes effect from January 1, 2017.

Civil Code No. 33/2005/QH11 expires from the effective date of this Code.

This Code was approved by the 13th National Assembly of the Socialist Republic of Vietnam, 10th session, on November 24, 2015./.

CHAIRMAN OF THE NATIONAL ASSEMBLY Nguyen Sinh Hung