Decree No. 60/CP guiding the implementation of civil law provisions on civil relations involving foreign elements.

DECREE

Guidelines for Implementing Provisions of the Civil Code on Civil Relations with Foreign Elements

______________

THE GOVERNMENT

Pursuant to the Government Organization Law dated September 30, 1992;
Based on the Civil Code dated October 28, 1995;

Pursuant to the Resolution dated October 28, 1995 of the National Assembly on the Implementation of the Civil Code;

At the proposal of the Minister of Justice,

DECREE:

PART I

GENERAL PROVISIONS

Article 1.- Scope of Regulation of the Decree

This Decree guides the application of laws to civil relations with foreign elements as provided in the Civil Code of the Socialist Republic of Vietnam (hereinafter referred to as the Vietnamese Civil Code).

"Civil relations with foreign elements" as defined in the Vietnamese Civil Code refers to civil relations falling under one of the following cases:

Involving foreign individuals or foreign legal entities; - Based on establishment, modification, termination abroad;

The property related to such relations being located abroad.

"Foreign individual" as mentioned herein means an individual without Vietnamese nationality, including foreign citizens and stateless persons.

"Foreign legal entity" as mentioned herein means an organization having legal personality under foreign law.

Article 2.- Application of Vietnamese Civil Law

Provisions of Vietnamese civil law shall be applied to civil relations with foreign elements, except where international treaties are applied pursuant to Article 3, international customs are applied pursuant to Article 4, or foreign laws are applied pursuant to Article 5 of this Decree.

Article 3.- Application of international treaties

Where an international treaty to which the Socialist Republic of Vietnam is a party provides for the application of different laws from those stipulated in the Vietnamese Civil Code and other Vietnamese legal documents, the provisions of the international treaty shall apply.

Article 4.- Application of International Customs

Where the Vietnamese Civil Code, other Vietnamese legal documents, and international treaties to which the Socialist Republic of Vietnam is a party do not provide for it, or where a civil contract does not specify the applicable law for civil relations with foreign elements, international customs regarding the choice of applicable law shall be applied. If the application or consequences of applying international customs contravene the provisions of Articles 2 to 11 of the Vietnamese Civil Code and other fundamental principles of Vietnamese law, then Vietnamese law shall apply.

Article 5.- Application of Foreign Laws

1. Foreign laws shall be applied to civil relations with foreign elements in the following cases:

a. As prescribed in the Vietnamese Civil Code and other Vietnamese legal documents;

b. As prescribed in international treaties to which the Socialist Republic of Vietnam is a party;

c. Agreed upon by the parties in a contract, provided that such agreement does not contravene the provisions of the Vietnamese Civil Code and other Vietnamese legal documents.

2. Where the application or consequences of applying foreign laws contravene the provisions of Articles 2 to 11 of the Vietnamese Civil Code and other fundamental principles of Vietnamese law, then Vietnamese law shall apply.

3. Where foreign law is applied pursuant to Clause 1 of this Article and such foreign law refers back to Vietnamese law, then Vietnamese law shall apply; if such foreign law refers to the law of a third country, then the law of that third country shall apply.

Chapter II

SPECIFIC PROVISIONS

Article 6.- Legal Capacity of Foreign Individuals in Civil Matters

A foreign individual has legal capacity in civil matters in Vietnam like a Vietnamese citizen, except where the Vietnamese Civil Code and other Vietnamese legal documents provide that a foreign individual does not have or does not fully have the rights and obligations in civil matters as a Vietnamese citizen.

Article 7.- Capacity for Civil Acts of Foreign Individuals

1. The capacity for civil acts of a foreign individual is determined according to the law of the country of which the individual is a citizen.

The capacity for civil acts of a stateless person is determined according to the law of the country where the person habitually resides; if there is no habitual residence, then it is determined according to Vietnamese law. The capacity for civil acts of a foreign individual who holds two or more foreign nationalities is determined according to the law of the country where the individual holds nationality and resides at the time the civil relation arises; if the individual does not reside in any of the countries where the individual holds nationality, then it is determined according to the law of the country where the individual holds nationality and has the closest personal or property ties.

2. Where a foreign individual establishes or performs a civil transaction in Vietnam, the capacity for civil acts of the foreign individual is determined according to the provisions of Articles 19 to 25 of the Vietnamese Civil Code.

Article 8.- Legal Capacity of Foreign Legal Entities in Civil Matters

1. The legal capacity of a foreign legal entity in civil matters is determined according to the law of the country of which the entity is a national.

2. Where a foreign legal entity establishes or performs a civil transaction in Vietnam, the legal capacity of the foreign legal entity in civil matters is determined according to the provisions of Article 96 of the Vietnamese Civil Code.

Article 9.- Ownership Rights over Property

1. The establishment, termination, and content of ownership rights over property are determined according to the law of the country where the property is located, except in the following cases:

a. The establishment, termination, and content of ownership rights over ships are determined according to the law of the country whose flag the ship flies;

b. Ownership rights over aircraft are determined according to the law of the country where the aircraft is registered;

c. Ownership rights over movable property in transit are determined according to the law of the country where the property arrives, unless otherwise agreed by the parties.

2. The classification of movable property in transit is determined according to the law of the country where the property is located.

3. State property of the Socialist Republic of Vietnam enjoys judicial immunity; if used for business purposes, it does not enjoy judicial immunity, except where Vietnamese law provides otherwise.

Article 10.- Civil Contracts

1. The form of a civil contract follows the law of the country where the contract is concluded.

2. In case a civil contract is concluded abroad and violates the formal requirements of that country's laws but complies with Article 400 of the Civil Code of Vietnam, it shall still be valid in Vietnam regarding its form.

2. The rights and obligations of the parties under a civil contract shall be determined according to the law of the place where the contract is performed, unless the parties have agreed otherwise. If the contract does not specify the place of performance, the determination of the place of performance must comply with Vietnamese law.

3. A civil contract concluded and fully performed in Vietnam shall comply with the provisions from Article 394 to Article 420 of the Civil Code of Vietnam.

4. A civil contract related to immovable property in Vietnam or concerning Vietnamese aircrafts or ships shall comply with the provisions of the Civil Code, the Maritime Code, the Civil Aviation Law of Vietnam, and other relevant Vietnamese laws.

Article 11.- Liability for damages outside contracts

1. The liability for damages outside contracts shall be determined according to the law of the place where the act causing damage occurred or where the actual consequences of the act causing damage arose.

In cases where foreign organizations or individuals cause damage to the State, organizations, or individuals of Vietnam, or Vietnamese organizations or individuals cause damage to foreign organizations or individuals within the airspace or territorial waters under the jurisdiction of the Socialist Republic of Vietnam, the liability for damages shall be determined according to the provisions from Article 609 to Article 633 of the Civil Code of Vietnam.

2. The law applicable to liability for damages caused by aircrafts or ships in international airspace or on the high seas shall be determined according to Vietnamese law on civil aviation and maritime affairs.

3. In cases where the act causing damage occurs outside the territory of the Socialist Republic of Vietnam, and both the person causing damage and the person suffering damage are citizens or legal entities of Vietnam, the liability for damages shall be determined according to the provisions from Article 609 to Article 633 of the Civil Code of Vietnam.

Article 12.- Copyright

1. The State of the Socialist Republic of Vietnam protects the copyright of foreign individuals and legal entities for literary, artistic, and scientific works first published or disseminated in Vietnam, or created and expressed in a definite form in Vietnam, except for works not protected by the State according to the provisions of Article 749 of the Civil Code of Vietnam.

2. Foreign authors, legal entities protected according to paragraph 1 of this Article shall have the copyrights provided for in Articles 750 to 766 of the Civil Code of Vietnam.

3. In cases where an international treaty on copyright protection signed or acceded to by the Socialist Republic of Vietnam provides differently from the provisions of paragraphs 1 and 2 of this Article, the provisions of the international treaty shall apply.

Article 13.- Industrial Property Rights

1. The State of the Socialist Republic of Vietnam protects the industrial property rights of foreign individuals and legal entities for industrial property objects already granted protection certificates by competent authorities in Vietnam.

2. The protection of industrial property rights of foreign individuals and legal entities in Vietnam shall comply with the provisions from Article 788 to Article 805 of the Civil Code of Vietnam.

3. In cases where an international treaty on industrial property protection signed or acceded to by the Socialist Republic of Vietnam provides differently from the provisions of paragraphs 1 and 2 of this Article, the provisions of the international treaty shall apply.

Article 14.- Technology Transfer

1. The transfer of technology between Vietnamese individuals, legal entities, and foreign individuals, legal entities in Vietnam, the transfer of technology from abroad into Vietnam, and from Vietnam to abroad shall comply with the provisions from Article 806 to Article 825 of the Civil Code of Vietnam and other relevant Vietnamese laws on technology transfer.

2. In cases where an international treaty on technology transfer signed or acceded to by the Socialist Republic of Vietnam provides differently from the provisions of paragraph 1 of this Article, the provisions of the international treaty shall apply.

Chapter III

IMPLEMENTING PROVISIONS

Article 15.- Effectiveness

1. This Decree shall take effect fifteen days from the date of signature.

2. Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, and Chairpersons of People's Committees of provinces and centrally governed cities shall be responsible for implementing this Decree.