Power of attorney (authorization) Vietnam

Power of attorney (authorization) by Vietnamese Civil Codes 2005

Power of attorney (authorization) by Vietnamese Civil Codes 2005

1. Definition of Power of attorney (authorization) by Vietnamese Civil Codes 

 Power of attorney (authorization) is a act in which individuals, representatives at law of legal entities authorize other persons to represent or act on his (her) behalf  in establishment and/or performance of civil transactions.

 The person authorizing the other to act is Principal (grantor or donor of the power). The one authorized to act is the Agent (or attorney in fact or attorney for short).. 

2. Conditions for power of attorney (authorization) by Vietnamese Civil Codes

 - Individuals must not authorize other persons to represent them, if the law provides that they must establish and perform the transactions themselves.
 - The agent must have full civil act capacity. Persons aged between full fifteen years and under eighteen years may be representatives under authorization, except for cases where it is provided for by law that civil transactions must be established and/or performed by persons aged full eighteen years or more.

3. Scope of power of attorney (authorization) by Vietnamese Civil Codes

 a. The scope of power of attorney (authorization) shall be established in accordance with the authorization.
 b. The agents may only perform civil transactions within the scope of power of attorney (authorization).
 c. The agents must inform the third party in civil transactions of the scope of power of attorney (authorization).
 d. The agents must not establish and/or perform civil transactions with themselves or with the third party whom they also represent, unless otherwise provided for by law.

4. Forms of power of attorney (authorization) by Vietnamese Civil Codes
 Forms of authorization shall be agreed upon by the parties, except for cases where it is provided for by law that authorization must be made in writing.

5.  Consequences of civil transactions established and/or performed ultra vires by power of attorney (authorization) by Vietnamese Civil Codes

 a. Civil transactions established and/or performed ultra vires by agents shall not give rise to rights and/or obligations of the Principals for the portions of transactions performed ultra vires, except in cases where the Principals give consent thereto or know but do not oppose it; if consent is not given, the Agents shall have to fulfill the obligations towards the persons with whom they have effected the transactions for the portions of the civil transaction beyond the scope of their authorization.
 b. Persons who have effected transactions with such Agents shall have the right to unilaterally terminate the performance of, or annul, the portions of civil transaction performed ultra vires or the entire civil transactions and shall have the right to demand compensation for damage, except in cases where such persons knew or should have known that the authority of representation was usurped, and still effected the transactions.
 c. In cases where the Agents and the persons involved in the transactions with the Agents intentionally establish and/or perform civil transactions ultra vires, thereby causing damage to the Principals, the Agents and such persons shall be jointly liable for compensation.

6. Termination of power of attorney (authorization) by Vietnamese Civil Codes.

 a. Termination of power of attorney (authorization) of individuals: The power of attorney (authorization) of individuals shall terminate in the following cases:
 a/ The authorization time limit has expired or the authorized work has been completed;
 b/ The Principals revoke the authorization, or the Agents refuse the authorization;
 c/ The Principals or the Agents die, have been declared by the Court as having lost their civil act capacity, having their civil act capacity restricted, having been missing or dead.

 Upon the termination of the power of attorney (authorization), the Agents must fulfill the property obligations towards the Principals or the heirs of the represented persons.

 b. Termination of power of attorney (authorization) of legal entities: The power of attorney (authorization) of legal entities shall terminate in the following cases:
 a/ The authorization time limit has expired or the authorized work has been completed;
 b/ The Principals of the legal entities revoke the authorization or the Agents refuse the authorization;
 c/ The legal entities cease to exist or the Agents die, have been declared by the Court as having lost their civil act capacity, having their civil act capacity restricted, having been missing or dead.

Upon the termination of power of attorney (authorization), the Agents must fulfill the property obligations towards the authorizing legal entities or inheriting legal entities.

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