REVISION FOR BUSINESS LAW

I. Introduction to Business Law

Functions of law to maintain stability in the social, political, and economic system through
dispute resolution, protection of property, and the preservation of the state, while simultaneously
permitting ordered change.
Law promulgation of legislative documents

Article 1. Scope
This Law provides for principles, authority, manners, procedures for formulating and promulgating
legislative documents, responsibilities of regulatory agencies, organizations, and individuals in
formulating legislative documents.
This Law does not deal with the formulation and revisions of the Constitution.

Article 2. Legislative documents

Legislative documents are documents that contain legal regulations and the promulgation of
which complies with regulations of law on authority, manner, and procedures provided for in
this Law.

Legislative documents that contain legal regulations but the promulgation of which complies with
regulations of law on authority, manner, and procedures provided for in this Law are not considered
legislative documents.

Article 3. Interpretation of terms

1. Normative regulations are general rules of conduct, commonly binding, and applied
repeatedly to agencies, organizations and individuals nationwide or within a certain
administrative division, promulgated by the regulatory agencies and competent persons in this
Law, and the implementation of which is ensured by the State.

2. Entities regulated by legislative documents are agencies, organizations, and individuals whose
rights, obligations, and duties are directly affected by the application of such documents after they
are promulgated.

3. Explanation for the Constitution, Law, or Ordinance means a work of Standing Committee of the
National Assembly meant to clarify the ideas and contents of certain Articles, Clauses, and
paragraphs in the Constitution, Law, or Ordinance in order that they are known, correctly and
uniformly applied.

Article 4. The system of legal documents in Vietnam.

No. Name of legal document Authority

1 Constitution
2 Code/law National Assembly
3 Resolution

4 Ordinance
National Assembly Standing Committe
5 Resolution
Between National Assemble Standing Committee or
Government and Presidium of the Central Committee of
6 the Vietnam Fatherland Front
Joint Resolution

Between National Assemble Standing Committee or

7 Government and Presidium of the Central Committee of
the Vietnam Fatherland Front
 8 Order
President
9 Decision
10 Decree Government
Between the Government and the Management Board of
Central Commnittee of Vietnamese Fatherland Front
11 Joint Resolution

12 Decision Prime Minister

13 Resolution Judge Councli of the People’s Supreme Court
14 Chief Justice of the People’s Supreme Court
15 Circular Chief Procurator of the Supreme People’s Procuracy
16 Ministers, Heads of ministerial agencies
The Chief Justice of the Supreme People’s Court and the
Procurator General of the Supreme People’s Procuracy

17 Joint Circular
Ministers, heads of ministerial - level agencies and the
Chief Justice of the Supreme People’s Court and the
Procurator General of the Supreme People’s Procuracy

18 Decision State Auditor General

19 Resolution People’s Councils of provinces
20 Decision People’s Committees of provinces
local administrations n special administrative-economic
21 Legal documents
units.
22 Resolution People’s Councils of districts, towns and provincial cities
23 Decision People’s Committees of districs
24 Resolution People’s Councils of communes
25 Decision People’s Committees of communes
Article 5. Rules for formulating and promulgating legislative documents

1. Ensure the constitutionality, legitimacy, and uniformity of legislative documents in the legal
system.

2. Comply with regulations of law on authority, manner, and procedures for formulating and
promulgating legislative documents.

3. Ensure transparency of legislative documents.

4. Ensure the feasibility, frugality, effectiveness, promptness, accessibility, and practicality of

legislative documents; integrate gender equality issues in legislative documents; ensure
simplification of administrative procedures.

5. Ensure national defense and security, environmental protection without obstruction of

implementation of the international agreements to which the Socialist Republic of Vietnam is a
signatory.

6. Ensure publicity and democracy in receipt of and response to opinions, complaints of agencies,
organizations, and individuals during the process of formulating and promulgating legislative
documents.

Article 14. Prohibited acts

1. Promulgating legislative documents against the Constitution or legislative documents
promulgated by superior regulatory agencies.

2. Promulgate documents other than those in the system of legislative documents prescribed in
Article 4 of this Law but containing normative regulations

3. Promulgating legislative documents against regulations on authority, manner, and procedures of

this Law.

4. Impose administrative procedures in circulars of executive judge of the People’s Supreme Court;
circulars of the Chief Procurator of the Supreme People’s Procuracy; circulars of Ministers, Heads
of ministerial agencies; joint circulars between executive judge of the People’s Supreme Court and
the Chief Procurator of the Supreme People’s Procuracy; joint circulars between Ministers, Heads
of ministerial agencies and executive judge of the People’s Supreme Court, the Chief Procurator of
the Supreme People’s Procuracy; decisions of State Auditor General, resolutions of the People’s
Councils of provinces, decisions of the People’s Councils of provinces, legislative documents of
local governments of administrative - economic units; resolutions of the People’s Councils of
districts, decisions of the People’s Committees of districts, resolutions of the People’s Councils of
communes, decisions of the People’s Committees of communes, unless assigned by law.

Article 150. Publishing legislative documents on Official Gazette

1. Legislative documents of central regulatory agencies must be published on Official Gazette of

Socialist Republic of Vietnam, except for those that contain state secrets.

2. Legislative documents of the People’s Councils and the People’s Committees of provinces, local
governments of administrative - economic units must be published of official gazettes of their
provinces.

3. Legislative documents of the People’s Councils and the People’s Committees of districts and
communes must be posted publicly and broadcasted on local media. Time and location for posting
shall be decided by the President of the People’s Committee of the district or commune.

4. Within 03 days from the publishing or signing date, the agency or person competent to
promulgate legislative documents must send the document to the regulatory of Official Gazette
(Vietnam News Agency) for publishing or publicly posting.

Vietnam News Agency shall publish the legislative document in full on the Official Gazette within
15 days if it is promulgated by a central regulatory agency or 07 days if it is promulgated by the
People’s Council or the People’s Committee of a province or local government of a administrative -
economic unit from the day on which the document is received.

5. Legislative documents published on paper and electronic Official Gazette are official and as valid
as the original documents.

6. The Government shall provide regulations on Official Gazette and posting of legislative
documents.

Article 151. Effective dates of legislative documents

1. The effective date of the whole or part of a legislative document shall be specified in the
document. Nevertheless, the effective date is not sooner than 45 days from the day on which it is
ratified or signed if it is promulgated by a central regulatory agency, or not sooner than 10 days
from the day on which it is signed if it is promulgated by the People’s Council or the People’s
Committee of a province, or not sooner than 07 days from the day on which it is signed if it is
promulgated by the People’s Council or the People’s Committee of a district or commune.
2. A legislative document promulgated under simplified procedures may come into force from the
day on which it is ratified or sign and must be immediately published on information portal of the
promulgating agency and posted on the media; such document must be published on Official
Gazette of Socialist Republic of Vietnam or the province within 03 days from the day on which it is
announced or signed.

Article 152. Retrospective effect of legislative documents

1. A law, resolution of the National Assembly, or legislative document of a central regulatory

agency may have a retrospective effect if it is necessary for assurance of common interests, rights
and interests of the entities regulated by the document.

2. A document must not have retrospective effect in the following cases:

a) The document imposes a new legal liability upon an act which does not incur such legal liability
when it is committed.

b) The document imposes a heavier legal liability.

3. The legislative document is promulgated by the People’s Councils, the People’s Committee, or
local government of a administrative - economic unit.

Article 153. Suspension of legislative documents

1. A legislative document shall be suspended in part or in full until a decision is issued by a

competent authority in the following cases:

a) The document is suspended according to Clause 3 Article 164, Clause 2 Article 165, Clause 2
and Clause 3 Article 166, Clause 2 and Clause 3 Article 167 of this Law. The document will expire
if the competent authority decides to annul it. Otherwise, its effect will be effective again;

b) A competent authority which promulgates the document decides to suspend it for a certain period
of time to solve new socio-economic issues that arise.

2. The time of suspension of effect, resumption of effect, or expiration of the document must be
specified in a legislative document of a competent authority.

3. The decision on suspension of a legislative document must be published on the Official Gazette
and the media within 03 days from the day on which it is issued.

Article 154. Expiration of legislative documents

A legislative document expires in part or in full in the following cases:

1. The document expires on the expiration date written therein;

2. The document is amended by or replaced with another legislative document which is

promulgated by the same regulatory agency;

3. The document is annulled by another document of a competent authority;

4. When a legislative document expires, the documents elaborating it also expire.

Article 155. Geographical effect

1. Legislative documents of central regulatory agencies are effective nationwide and applied to
every organizations and individuals, unless otherwise prescribed by a legislative document of
superior regulatory agency or an international agreement to which the Socialist Republic of
Vietnam is a signatory.

2. Legislative documents of the People’s Council and the People’s Committee of an administrative
division are effective within the administrative division. This must be specified in the documents.

If there are changes in administrative division, the geographical effect and regulated entities of
legislative documents will change as follows:

a) If an administrative division is divided into multiple administrative divisions of the same level,
the legislative documents promulgated by the People’s Council and the People’s Committee of the
divided administrative divisions still apply to the new administrative divisions until the People’s
Councils and the People’s Committees of the new administrative divisions promulgate substitute
legislative documents;

b) If part of the geographical area and population of an administrative division is transferred to

another administrative division, legislative documents of the People’s Council and the People’s
Committee of the expanded administrative division will applied to the transferred geographical area
and population.

Article 156. Application of legal normative documents

1. Legislative documents are applicable from their effective date.
Legislative documents shall be applied to the acts committed at the time such documents are
effective, except for those that have retrospective effect.

2. If various legislative documents contain different regulations on the same issue, the superior
document shall apply.
3. If various legislative documents promulgated by the same agency contain different regulations
on the same issue, the one that is promulgated later shall apply.
4. If the new legislative document does not contain legal liability or impose a less serious legal
liability on the acts committed before the effective date of the document, the new document
shall apply.
5. Application of Vietnam’s legislative documents must not obstruct the implementation of the
international agreements to which the Socialist Republic of Vietnam is a signatory. In case a
Vietnam’s legislative documents other than the Constitution and an international agreement to
which the Socialist Republic of Vietnam is a signatory contain different regulations on the
same issue, the international agreement shall apply (except for Constitution).

Section 45. Rules for resolving civil cases without law provisions to apply

1. The application of custom shall be conducted as follows:

The Courts shall apply custom to resolve civil cases when the involved parties do not reach
agreements on and the law does not provide for such cases. The custom must not be contrary to
basic rules of civil legislation specified in Article 3 of the Civil Code.

When petitioning Courts to resolve civil cases, involved parties may adduce customs to request the
Courts to apply.
Courts shall verify the applicability of the customs, ensuring the compliance with provisions of
Article 5 of the Civil Code.

If involved parties adduce different customs, the ones accepted at the places where the civil cases
occur shall prevail.

2. The application of law provisions in the same matters shall be conducted as follows:

The Courts shall apply law provisions applicable to the same matters to resolve civil cases when the
involved parties do not reach agreements on and the law does not provide for such cases as
prescribed in Article 5 of the Civil Code and clause 1 of this Article.

When applying law provisions applicable to the same matter, the Court shall determine clearly the
legal nature of the civil cases, determine clearly that in current legal system there is no legal
provisions cover such relationship and determine legal provisions cover similar civil relationship.

3. Basic rules of civil law provisions, precedents and the justice shall be applied as follows:

Courts shall apply basic rules of civil law provisions, precedents and the justice to settle civil cases
when the application of law provisions applicable to the same matters as prescribed in Article 5 and
clause 1 Article 6 of the Civil Code and clauses 1 and 2 of this Article is not available.

Basic rules of civil law provisions are specified in Article 3 of the Civil Code.

Precedents shall be studied and applied in the resolution of civil cases after being selected by the
Council of Judges of the Supreme People’s Court and announced by the Chief Justice of the
Supreme People’s Court.

The justice shall be determined on the basis of the reasons admitted by everyone, conformable with
the principle of being humanitarian, unbiased and equal in rights and obligations of involved parties
in such civil cases.

Civid Code

Article 1. Scope
The Civil Code provides the legal status, legal standards for the conduct of natural and juridical
persons; the rights and obligations of natural and juridical person (hereinafter referred to as
persons) regarding personal and property rights and obligations in relations established on the basis
of equality, freedom of will, independence of property and self-responsibility (hereinafter referred
to as civil relations).

Legal personality of natural persons

Article 16. Legal personality of natural persons

1. The legal personality of a natural person is his/her capability to have civil rights and civil
obligations.

2. All individuals shall have the same legal personality.

3. The legal personality of a natural person commences at birth and terminates at death.

Article 17. Contents of the legal personality of a natural person

1. Personal rights not associated with property, and personal rights associated with property.

2. Ownership rights, inheritance rights and other rights with respect to property.

3. Rights to participate in civil relations and to assume obligations arising out of such relations.
Article 18. No restrictions on the legal personality of natural persons

The legal personality of a natural person shall not be restricted, unless otherwise provided for by
law.

Legal capacity of natural persons

Article 19. Legal capacity of natural persons

The legal capacity of a natural person is his/her capability to establish and exercise civil rights and
perform civil obligations through his/her acts.

Article 20. Adults

1. Adults are persons who are eighteen years of age or older.

2. Each adult shall have full legal capacity, except for the cases prescribed in Articles 22, 23 and 24
of this Code.

Article 21. Minors

1. Minors are persons who are under eighteen years of age.

2. Civil transactions of each child under six years of age shall be established and performed by
his/her legal representative.

3. Each person who is from six to under eighteen years of age must have the consent of his/her legal
representative to enter in and perform civil transactions, except for civil transactions which are
performed for the purpose of meeting the needs of daily life suitable for the age group.

4. Each person who is from fifteen to under eighteen years of age is entitled to enter in and perform
civil transactions by himself/herself, except for civil transactions related to real estate, movables
required registration and other civil transactions as prescribed by law that are subject to the consent
of his/her legal representative.

Article 22. Lack of legal capacity

1. A court shall, based on the opinion of forensic-psychiatric examination by any authorized

organization and at the request of a person with related rights or interests or a relevant agency or
organization, issue a decision to declare a legally incapacitated person who as a result of his/her
mental or other illnesses cannot realize or conduct his/her actions.

Where the basis on which a person has been declared incapacitated no longer exists, the court shall,
at the request of such person or any person with related rights or interests, issue a decision to revoke
the decision declaring the incapacitated person.

2. All civil transactions of a legally incapacitated person shall be established and performed
by his/her legal representative.

Article 23. Persons with limited cognition or behavior control

1. A court shall, based on the opinion of forensic-psychiatric examination by any authorized

organization and at the request of a person with related rights or interests or a relevant agency or
organization, issue a decision to declare an adult with limited cognition or behavior control due
to his/her physical or spiritual condition, and appoint a legal guardian and define rights and
obligations of such guardian.

2. Where the basis on which a person has been declared limited cognition or behavior control no
longer exists, the court shall, at the request of such person or any person with related rights or
 interests, issue a decision to revoke the decision declaring the person with limited cognition or
behavior control.

Article 24. Persons with limited legal capacity

1. A court shall, at the request of a person with related rights or interests or a relevant agency or
organization, issue a decision to declare a person with limited legal capacity after excessive drug
consumption or other psychotropic substances, worsening material situation of the family.

The court shall appoint a legal representative of the person with limited legal capacity and the
representation scope.

2. All civil transactions related to the property of a person with limited legal capacity declared
by a court must obtain the consent of his/her legal representative, except for transactions to
meet the needs of daily life.

3. Where the basis on which a person has been declared limited capacity of exercise no longer
exists, the court shall, at the request of such person or any person with related rights or interests,
issue a decision to revoke the decision declaring the incapacitated person.

Article 48. Guardians

1. Each natural person or juridical person who meets all requirements prescribed in this Code is
entitled to be a guardian.

2. If a person with full legal capacity chooses a guardian for him/her, such guardian shall be
selected if the person needs the guardianship with the consent of the ward. The selection of
guardian must be made in writing and notarized or certified.

3. Each natural or juridical person may be a guardian of multiple persons.

Article 136. Legal representatives of natural persons

1. The father and/or mother with respect to a minor.

2. The guardian with respect to a ward. The guardian of a person with limited cognition and
behavior control is a legal representative if appointed by a court.

3. The person appointed by a court in case where it is not able to determine the representative
prescribed in Clause 1 and Clause 2 of this Article.

4. The person appointed by a court with respect to a person with limited legal capacity.

Độ tuổi (T) / Tên gọi / loại người NLHVDS

thể chất / tinh (cá nhân) Hành vi pháp lý / giao dịch dân sự (GGDS)
thần / nghiện
Tự mình Đại diện theo ủy Đại diện theo pháp luật
 quyền /
authorised / legal representative
representative (LR)
(AR)
tự mình tham gia
đầy đủ (suy
18=<T người thành niên GDDS (không có Có không
đoán)
ngoại lệ)
ngoại lệ: cần LR đồng ý
nguyên tắc: tự
người chưa hành với GDDS liên quan đến
15=<T<18 hạn chế mình tham gia không
niên BĐS, ĐS phải đăng ký
GDDS
và GDDS khác
ngoại lệ: được tự
mình tham gia
người chưa hành GDDS phục vụ nguyên tắc: LR đồng ý,
6=<T<15 hạn chế không
niên nhu cầu sinh hoạt trừ ngoại lệ
hàng ngày phù
hợp với lứa tuổi
người chưa hành LR xác lập, thực hiện
T<6 không không không
niên toàn bộ
Bệnh tâm thần người mất LR xác lập, thực hiện
không / mất không không
/ bệnh khác NLHVDS toàn bộ
Toà án chỉ định người
người có khó khăn
Tình trạng thể giám hộ/guardian và xác
trong nhận thức, làm hạn chế
chất/ tinh thần định (phạm vi) quyền,
chủ hành vi
nghĩa vụ cuả họ
ngoại lệ: GDDS
Nghiệm ma nhằm phục vụ
người hạn chế Nguyên tắc: LR đồng ý,
tuý/ chất kích hạn chế nhu cầu sinh hoạt không
NLHVDS trừ ngoại lệ
thích hàng ngày/ luật
quy định khác

Article 125. Invalidity of civil transactions established and performed by minors or legally
incapacitated persons or persons with limited cognition and behavior control or persons with
limited legal capacity

1. When a civil transaction is established or performed by a minor, a legally incapacitated person, a

person with limited cognition and behavior control, or a person with limited legal capacity, a court
shall, at the request of the representative of that person, declare such transaction invalid, if it is
provided for by law that such transaction must be established and performed by or with the consent
of the representative of that person, except for the cases prescribed in Clause 2 of this Article.

2. A civil transaction of a person prescribed in Clause 1 of this Article shall not be invalid in any of
the following cases:

a) The civil transaction of a child less than 6 years of age or a legally incapacitated person
established for his/her daily needs;

b) The civil transaction only either arising rights or exempting from obligations for the minor, the
legally incapacitated person, the person with limited cognition and behavior control, the person
with limited legal capacity and their contracting parties;

c) The civil transaction of which validity is recognized by the person established such transaction
that become an adult or restore his/her legal capacity.

JURIDICAL PERSONS
Article 74. Juridical persons

1. An organization shall be recognized as a juridical person if it meets all of the following

conditions:

a) It is legally established as prescribed in this Code and relevant laws; b) It has an organizational
structure prescribed in Article 83 of this Code;

c) It has property independent from other natural and juridical persons and bears liability by
recourse to its property;

1. Commercial juridical person means a juridical person whose primary purpose is seeking profits
and its profits shall be distributed to its members.

2. Commercial juridical persons include enterprises and other business entities.

3. The establishment, operation and termination of commercial juridical person shall comply with
regulations of this Code, Law on enterprises and other relevant laws.

Article 86. Legal personality of juridical persons

1. The legal personality of a juridical person is its capability to have civil rights and civil
obligations.

The legal personality of a juridical person shall not be restricted, unless otherwise provided for in
this Code or relevant laws.

2. The legal personality of a juridical person arises from it is established or authorized to establish
by a competent authority; if a juridical person is required to register of operation, its legal
personality shall arise from the time in which its name is included in a register book

3. Legal personality of a juridical person terminates from the time of termination of such
juridical person.

Article 96. Termination of juridical persons

1. A juridical person shall terminate in any of the following cases:

a) Consolidation, acquisition, total division, conversion of legal, or dissolution prescribed in

Articles 88, 89, 90, 92 and 93 of this Code;

b) Declaration of bankruptcy in accordance with law on bankruptcy.

2. A legal person shall terminate from the time its name is removed from the juridical person
registry or as from the time stated in a decision of competent authority.

3. When a juridical person terminates, its property shall be resolved in accordance with this Code
and relevant laws.

Constitution 2013

Article 2
1. The Socialist Republic of Vietnam is a socialist rule of law State of the People, by the People and
for the People.
2. The people are the masters of the Socialist Republic of Vietnam; all state powers belong to the
people whose foundation is the alliance between the working class, the peasantry and the
intelligentsia.

3. The State powers are unified and delegated to state bodies, which shall coordinate with and
control one another in the exercise of the legislative, executive and judiciary powers.

Article 14
In the Socialist Republic of Vietnam, human rights and citizens’ rights in the political, civic,
economic, cultural and social fields are recognised, respected, protected and guaranteed in
concordance with the Constitution and the law.

Human rights and citizens’ rights shall only be restricted when prescribed by law in imperative
circumstances for the reasons of national defence, national security, social order and security, social
morality and community well-being.

Article 15
Citizens' rights are inseparable from citizens’ duties.

Everyone has the duty to respect the rights of others.

Citizens are responsible to practice their duties to the State and society.

The practice of human rights and citizens’ rights cannot infringe national interests and

legal and legitimate rights and interests of others.

Article 20
Everyone shall enjoy the inviolability of the individual and the legal protection of his or her life,
health, honour and dignity and is protected against torture, violence, coercion, corporal punishment
or any form of treatment harming his or her body and health and offence against honour and
dignity.

No one shall be arrested in the absence of a decision by the People's Court, a decision or sanction of
the People's Procuracy except in cases of flagrant offences. Taking a person into, or holding him in
custody shall be decreed by statute.

Everyone has the right to donate human tissue and organs and to donate a corpse in concordance
with the law. Medical, pharmaceutical and scientific experimentation or any other forms of
experimentation on the human body must have the permission of the human subject.

Article 25

The citizen shall enjoy the right to freedom of opinion and speech, freedom of the press, of access
to information, to assemble, form associations and hold demonstrations. The practice of these rights
shall be provided by the law.

Article 28
1. Citizens have the right to participate in the administration of the state and management of society
and to participate in discussion and recommendation to the

state bodies on the issues of the community, the region and the whole country.
2. The State shall create conditions for the citizen to participate in the administration of the State
and management of society and the receipt and response to citizens’ opinions and recommendations
shall be public and transparent.

Article 31
1. A defendant shall be regarded as innocent until the crime is proved in accordance with legal
procedure and the sentence of the Court has acquired full legal effect.
2. A defendant must be tried timely, equally and publicly by courts within the time provided by
law. If the case is heard in a secret trial in accordance with the law, the verdict must be
pronounced in public.
3. No one shall be tried twice for the same offence.
4. Any person who has been arrested, held in custody, prosecuted, investigated, charged or
brought to trial in violation of the law has the right to self-defend or to seek the assistance of
defence from lawyers or other people.
5. Any person who has been arrested, held in custody, prosecuted, investigated, charged or
brought to trial in violation of the law shall be entitled to compensation for material and
psychological damages and restoration of honour. Anybody who contravenes the law in
arresting, holding in custody, prosecuting, investigating, charging, bringing to trial or enforcing
judgment that causes damages to others shall be dealt with in accordance to the law.

Article 32
Everyone enjoys the right of ownership with regard to his lawful income, savings, housing, private
possession, capital and assets in enterprises or other economic organisations.

The right of private ownership and the right of inheritance are protected by the law.

In cases made absolutely necessary by reason of national defence, security or national interest, in
case of emergency and for protection against natural calamity, the State can make a forcible
purchase of or can requisition pieces of property of individuals or organisations against
compensation, taking into account current market prices.

Article 33
Everyone enjoys freedom of enterprise in industries and trades not banned by the law.

Article 50
The Socialist Republic of Vietnam builds an independent and self-reliant economy which shall
promote its internal resources, international integration and cooperation and closely connects with
cultural development, practices social progressiveness and equality, protects the environment and
exercises industrialisation and modernisation of the country

Article 51
1. The Vietnamese economy is a socialist-oriented market economy with multi-forms of ownership
and multi-sectors of economic structure; the state economic sector plays the leading role.
2. All economic sectors are important constituents of the national economy. Participants in
different economic sectors are equal, cooperate and compete in accordance with the law.
3. The State encourages and provides favourable conditions for entrepreneurs, enterprises and
individuals and other organisations to invest, produce and do business; contribute to the stable
development of the economic sectors and national construction. Legal possessions of
individuals, organisations of investment, production and business are protected by the law and
are not subjected to nationalisation.

Article 52
The State constructs and perfects economic institutions, coordinate the economy on the basis of
respecting market rules; exercises delegation, decentralisation and separation of authorities in state
management; promotes the connection of regional economies and guarantee the unity of the
national economy.

Article 53

The land, water resources, mineral resources, resources in the sea and airspace, other natural
resources and property invested and managed by the State are public properties, coming under
ownership of the entire people represented and uniformly managed by the State.

Article 54

1. Land is a special resource of the nation, an important resource of national development and is
managed in concordance with the law.

2. Organisations and individuals are entitled to land assignment, land lease, and recognition of the
land use right by the State. Land users have the right to transfer the land use right, and practice
related rights and duties in concordance with the law. The land use right is protected by the law.

3. The State shall recover land used by organisations and individuals in imperative cases provided
by the law for the purposes of national defence, national security and socio- economic
development in the national and public interests. The recovery of land must be public,
transparent and compensations must be provided in concordance to the law.

4. The State shall effect acquisition of land, provided for in law, in cases of urgent demands and
extreme necessity with respect to the implementation of the businesses of national defence,
national security, or wars, emergency, prevention of and protection against natural calamities.

Article 69

The National Assembly is the highest representative body of the People and the highest body of
State power of the Socialist Republic of Vietnam.

The National Assembly exercises constitutional and legislative powers, decides significant national
affairs and exercises supreme control over all activities of the State.

Article 70 The National Assembly has the following duties and powers:
1. To draw up and amend the Constitution; to make and amend laws;
2. To exercise supreme control over conformity to the Constitution, the law and the resolutions of
the National Assembly; to examine the reports of the State President, the Standing Committee
of the National Assembly, the Government, the Supreme People's Court, the Supreme People's
Procuracy, the National Commission of Election, the State Audit and other bodies created by
the National Assembly;
3. To decide on the major objectives, targets, policies and duties of national socio- economic
development.
4. To decide on the fundamental national financial and monetary policies; to set, change, or
abolish taxes; to decide on the separation of items of incomes and expenditure between central
budget and local budgets; to decide on the safety limit of national debts, public debts, and
government debts; to decide on planning of the State budget and allocation of the central State
budget; to approve the accounts of the State budget.
5. To decide on the State's policies on ethnic minorities and religions;
6. To regulate the organisation and operation of the National Assembly, the State President, the
Government, the People's Courts, the People's Procuracy, the National Council of Election, the
State Audit, local administrations, and other bodies created by the National Assembly.
7. To elect, suspend and revoke the State President and Vice-President, the Chairman of the
National Assembly, the Vice-Chairmen of the National Assembly, members of the Standing
 Committees of the National Assembly, Chairman of the Ethnic Council, Chairmen of the
Committees of the National Assembly, the Prime Minister, the Chief Justice of the Supreme
People's Court, the Head of the Supreme People's Procuracy, the President of the National
Council of Election, the Head of the State Audit, and the heads of other bodies created by the
National Assembly; to sanction the recommendations of appointment, suspension and
revocation of the Deputy Prime Minister, Ministers and other members of the Government,
Judges of the People’s Supreme Court; sanction the list of members of the Defence and
Security Council and of the National Council of Election.

Upon election, the State President, the Chairman of the National Assembly, the Prime Minister,
and the President of the Supreme People's Court must declare an oath of allegiance to the
Fatherland, the People and the Constitution;

8. To cast a vote of confidence on persons holding positions elected or approved by the National
Assembly;
9. To set up or dissolve government ministries and other agencies at the same level; to establish,
merge, divide or adjust the boundaries of provinces and cities under direct central rule; to set
up or disband special administrative economic units; to set up or disband other bodies in
concordance with the Constitution and the law;
10. To abrogate all formal written documents issued by the State President, the Standing
Committee of the National Assembly, the Government, the Prime Minister, the Supreme
People's Court, and the Supreme People's Procuracy that are inconsistent with the Constitution,
laws and resolutions taken by the National Assembly.
11. To grant amnesty;
12. To determine titles and ranks in the people's armed forces, in the diplomatic service and other
State titles and ranks; to institute medals, badges and State honours and distinctions;
13. To decide issues of war and peace; to proclaim a state of emergency and other special measures
aimed at ensuring national defence and security;
14. To decide on fundamental policies in external relations; to ratify or nullify international treaties
with respect to war and peace; national sovereignty; membership of the Socialist Republic of
Vietnam in important international and regional organisations; international treaties on human
rights, citizens’ fundamental rights and duties and other international treaties inconsistent with
the laws and resolutions taken by the National Assembly
15. To hold a referendum.

Article 86
The State President is the Head of State and represents the Socialist Republic of Vietnam both in
domestic and foreign affairs.

Article 87
The State President shall be elected by the National Assembly from among its members.
The State President is responsible and accountable to the National Assembly for his or her work.
His or her term of office follows that of the National Assembly. At the end of the latter's tenure he
shall continue in office until a new President of the State is elected by the new legislature.

Article 88 The State President has the following duties and powers:
1. To promulgate the Constitution, laws and ordinances; to recommend to the National Assembly
Standing Committee to revise its ordinances within ten days from the date these ordinances
were passed; if such ordinances are still voted for by the National Assembly Standing
Committee despite the State President's recommendation, the State President can submit it to
the National Assembly for decision at its next session;
2. To recommend to the National Assembly to elect, suspend or revoke the Vice President of the
State or the Prime Minister; on the basis of resolutions of the National Assembly, to appoint,
suspend or revoke Deputy Prime Ministers, Ministers and other members of the Government;
3. To recommend to the National Assembly to elect, suspend or revoke the President of the
Supreme People’s Court and the Head of the Supreme People’s Procuracy; on the basis of
 resolutions of the National Assembly, to appoint, to suspend or revoke Judges of the Supreme
People’s Court; to appoint, suspend or revoke Judges of other courts and Chief Justices of the
Supreme People’s Procuracy, Deputy Procurators General and Procurators of the Supreme
People’s Procuracy; to grant pardons and on the basis of resolutions of the National Assembly,
to proclaim an amnesty;
4. To decide on the award of medals, badges, State prizes and State honours and distinctions; to
grant Vietnamese nationality, release from Vietnamese nationality, restore Vietnamese
nationality, or deprive of Vietnamese nationality.
5. To have overall command of the armed forces and hold the office of Chairman of the National
Defence and Security Council; to decide on conferment, promotion, demotion and deprivation
of army rank of general, commander-in-chief, vice commander-in-chief and naval commander-
in-chief; to appoint, suspend or revoke Chief of the general staff and Chairman of the Political
Head Office of Vietnamese People’s Army; on the basis of resolutions of the National
Assembly or of the National Assembly’s Standing Committee, to proclaim or retract the
decision on the state of war; on the basis of resolutions of the National Assembly’s Standing
Committee, to issue orders on general mobilisation or limited mobilisation, to declare or lift a
state of emergency and in cases where the National Assembly Standing Committee cannot
meet, to declare a state of emergency nationwide or in a particular locality;
6. To accept foreign ambassadors extraordinary and plenipotentiary; on the basis of resolutions of
the National Assembly’s Standing Committee, to appoint and recall ambassadors extraordinary
and plenipotentiary of the Socialist Republic of Vietnam; to decide on the conferment of titles
and ranks on the ambassadorial title; to decide on negotiation and conclusion of international
treaties in the name of the State; to submit to the National Assembly international treaties for
ratification and termination as provided by clause 14 of Article 70; to decide on ratification,
accession to or termination of other international treaties in the name of the State.

Article 94
The Government is the highest administrative body of the Socialist Republic of Vietnam, exercises
the executive power and is the executive body of the National Assembly.
The Government is accountable to the National Assembly and shall report to the National
Assembly, its Standing Committee and the State President.

Article 95
1. The Government shall be composed of the Prime Minister, the Deputy Prime Ministers, the
Ministers and heads of ministerial-level agencies.The structure and numbers of members of the
Government are decided by the National Assembly.
The Government shall operate as a collegium and take its decisions by a vote of the majority.

2. The Prime Minister as the head of the Government is accountable to the National

Assembly for the activities of the Government and its assigned duties and shall report to the
National Assembly, the National Assembly’s Standing Committee and the State President on the
activities of the Government and the Prime Minister

3. The Deputy Prime Ministers shall assist the Prime Minister in the performance of his duties, as
required by him, and are accountable to the Prime Minister. In the absence of the Prime
Minister, one of his Deputies shall be delegated by him to direct the work of the Government.
4. The Ministers and Heads of ministerial-level agencies shall be personally accountable to the
Prime Minister, the Government and the National Assembly for their respective fields and
branches, and shall be, together with other members of the Government, collectively accountable
for the activities of the Government.

Article 96

The Government has the following tasks and powers:

1. To organise the implementation of the Constitution, laws and resolutions of the National
Assembly, ordinances and resolutions of the Standing Committee of the National Assembly,
and orders and decisions of the President;
 2. To organise the implementation of the Constitution, the laws, resolutions of the National
Assembly, the ordinances and resolutions of the National Assembly’s Standing Committee and
decrees and decisions of the State President; To initiate and draft policies and to submit them to
the National Assembly and the National Assembly’s Standing Committee for decision or to
decide on these policies according to its jurisdiction in the exercise of its duties and jurisdiction
as provided by this Article; to recommend draft laws draft state budgets and other projects to
the National Assembly; to propose the draft ordinances to the National Assembly’s Standing
Committee;
3. To exercise uniform management of the economy, culture, society, education, medicine,
science, technology, environment, information, media, international relations, national defence,
national security and social order and security; to exercise the decisions on mobilisation and
the state of emergency and carry out all other necessary measures to protect the country and to
safeguard the lives and the property of the People;
4. To recommend to the National Assembly to create or dissolve ministries and ministerial-level
agencies and to establish, merge, divide or adjust the boundaries of provinces and cities under
direct central rule and to set up or disband special administrative economic units; to
recommend to the National Assembly’s Standing Committee to establish, merge, divide or
adjust the administrative boundaries below the level of provinces and cities under direct central
rule;
5. To exercise the uniform management of the national bureaucracy; exercise the management of
cadres, civil servants, officials and public service in state bodies; to exercise the work of
inspection and examination and handling of citizen’s complaint and denouncements; to fight
against authoritativeness and corruption in the state apparatus; to direct the work of the
ministries, the ministerial-level agencies and the bodies of the Government, the People's
Committees at all levels and to guide and control the People's Councils in their implementation
of their legal duties and authorities;
6. To protect the rights and interests of the State and society, human rights and citizen’s rights and
to ensure social order and security;
7. To negotiate and conclude international treaties in the name of the State as delegated by the
State President; to negotiate, sign, ratify and accede to international treaties in the name of the
Government, except the international treaties proposed to the National Assembly for approval
as provided by clause 14 of Article 70 and to protect the interests of the State, the legitimate
interests of Vietnamese organisations and citizens in foreign countries;
8. To coordinate with the Central Committee of the Vietnamese Fatherland Front and the central
bodies of socio-political organisations in the exercise of its duties and authorities.

Article 102
1. The People’s Courts are the judicial bodies of the Socialist Republic of Vietnam, exercising the
judicial power.
2. The People’s Courts comprise the Supreme People's Court and other courts established by law.
3. The People’s Courts are responsible for the protection of justice, human rights, citizen’s rights,
socialist regime, interests of the State and legal rights and interests of organisations and
individuals.

Article 103
1. Trials before the People's Courts shall be attended by People's Assessors, except in the case of
trials in lower courts
2. The Judges and Assessors are independent and shall only obey the law; interference with the
trials of the Judges and Assessors by bodies, organisations, and individuals is strictly prohibited.

3. The People's Courts shall hold their hearings in public. In special cases, which require the
protection of state secrecy, fine customs and beautiful habits of the nation, the protection of
youths and the protection of privacy according to the legitimate requirement of the persons
concerned, the People’s Courts can hold their hearings in secret.
4. The People's Courts shall try their cases collegially and their decisions shall be in conformity
with the will of the majority, except the cases of the trials with reduced procedure.
5. The principle of institute legal proceeding against is guaranteed in trials.
 6. The regime of hearing in first instance and appeal is guaranteed.
7. The right of the accused or the defendants to be defended is guaranteed; the right of the persons
concerned to defend their legitimate interests is guaranteed.

Article 107

1. The People's Procuracies shall exercise the power to prosecution and control judicial activities.
2. The People’s Procuracies comprise the Supreme People’s Procuracy and other Procuracies
provided by the law.
3. The People’s Procuracies are responsible for the protection of law, human rights, citizen’s rights,
the socialist regime, interests of the State and legal rights and interests of organisations and
individuals, thus contributing to ensuring that laws are strictly and uniformly observed.

Article 110
1. The administrative units of the Socialist Republic of Vietnam are distributed as follows:

The country is divided into provinces and cities under direct central rule;

A province is divided into districts, provincial cities and towns; a city under direct central rule is
divided into urban districts, rural districts, towns and units of similar level;

A district is divided into communes and townlets; a provincial city and a town are divided into
wards and communes and an urban district is divided into wards.

Special administrative economic units are created by the National Assembly.

2. The establishment, removal, merging, division or adjustment of the boundaries of administrative

units must be consulted with the local people in concordance with the process and procedure
provided by the law.

Article 111
1. Local governments are organised in administrative units of the Socialist Republic of Vietnam.
2. Local governments consist of the People’s Council and the People’s Committee which shall be
organised consistent with the features of rural areas, cities, islands and special administrative
economic units provided by the law.

Article 112
1. Local governments organise and ensure the implementation of the Constitution and the laws at
local level; deal with local issues provided for by the law and are subject to the examination and
supervision of superior state bodies.
2. The duties and authorities of local governments shall be determined on the basis of differentiation
of powers between central state bodies and local state bodies and between different ranks of local
governments.
3. When necessary, local governments are delegated to exercise some duties of superior state bodies
with the conditions deemed necessary to exercise those duties.

Article 113
1. The People's Council is the local body of State power; it represents the will, aspirations and
mastery of the local People; it is elected by the local People and is accountable to them and to
the superior State bodies.
2. The People's Council shall decide on local issues provided by the law; supervise conformity to
the Constitution and the laws at local level and the implementation of the resolutions of the
People’s Council.

Article 114
1. The People's Committee elected by the People's Council is the latter's executive body, the body of
local State administration and is accountable to the People’s Council and superior state bodies.
2. It is the responsibility of the People's Committee to implement the Constitution and the laws at
local level, to organise the implementation of the resolutions of the People's Council and to exercise
duties assigned by the superior state bodies.