Vietnam Commercial Law - 36/2005/QH11

LAW

COMMERCIAL

(No. 36/2005/QH11)

Pursuant to Article 103 and Article 106 of the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented under Resolution No. 51/2001/QH10 of 25 December, 2001, of the X th National Assembly, the 10 th session;

This Law provides for commercial activities.

Chapter I

GENERAL PROVISIONS

SECTION 1. GOVERNING SCOPE AND SUBJECTS OF APPLICATION

Article 1.- Governing scope

1. Commercial activities conducted in the territory of the Socialist Republic of Vietnam.
2. Commercial activities conducted outside the territory of the Socialist Republic of Vietnam in cases where the involved parties agree to this Law for application, or where a foreign law or a treaty to which the Socialist Republic of Vietnam is a contracting party stipulates the application of this Law.
3. Activities not for profit purposes conducted by a party in its transactions with traders in the territory of the Socialist Republic of Vietnam in cases where the party conducting such not-for-profit activities chooses to apply this Law.

Article 2.- Subjects of application

1. Traders conducting commercial activities as provided for in Article 1 of this Law.
2. Other organizations and individuals conducting commerce-related activities.
3. Basing itself on the principles provided for by this Law, the Government shall specify the application of this Law to individuals who independently and regularly conduct commercial activities without having to make business registration.

Article 3.- Interpretation of terms

In this Law, the following terms shall be construed as follows:

1. Commercial activities mean activities for the purpose of generating profits, including: sale and purchase of goods, provision of services, investment, commercial promotion and other activities for the profit purpose.
2. Goods include:

a/ All types of movables, including those to be formed in the future;

b/ Things attached to land;

3. Custom in commercial activities means a code of conduct that has an explicit meaning, is established and repeated time and again for a long period of time between and implicitly recognized by involved parties in order identify their respective rights and obligations in commercial contracts.
4. Commercial practice means a custom that is widely recognized in commercial activities in an area, a region or a commercial domain, has an explicit meaning, and is recognized by involved parties in order to identify their respective rights and obligations in commercial activities.
5. Data message means information created, sent, received and stored in electronic media.
6. Vietnam-based representative office of a foreign trader means a dependent unit of the foreign trader, which is established under the provisions of Vietnamese law to conduct market survey and a number of commercial promotion activities permitted by Vietnamese law.
7. Vietnam-based branch of a foreign trader means a dependent unit of the foreign trader, which is established and conducts commercial activities in Vietnam under the provisions of Vietnamese law or treaties to which the Socialist Republic of Vietnam is a contracting party.
8. Purchase and sale of goods mean commercial activities whereby the seller is obliged to deliver goods, transfer ownership of goods to the purchaser and receive payment; the purchaser is obliged to pay to the seller and receive goods and the ownership thereof as agreed.
9. Provision of services means commercial activities whereby a party (hereinafter referred to as the service provider) is obliged to provide a service to another party and receive payment; the service-using party (hereinafter referred to as the customer) is obliged to pay to the service provider and use the service as agreed.
10. Commercial promotion means activities of promoting and seeking opportunities for the purchase or sale of goods and provision of services, including sale promotion, commercial advertisement, display and exhibition of goods and services, and trade fairs and exhibitions.
11. Commercial intermediary activities mean activities carried out by a trader to effect commercial transactions for one or several identified traders, including representation for traders, commercial brokerage, goods sale or purchase entrustment, and commercial agency.
12. Contractual breach means the failure of a party to perform, to fully or properly perform its obligations according to the agreement between the involved parties or the provisions of this Law.
13. Substantial breach means a contractual breach by a party, which causes damage to the other party to an extent that the other party cannot achieve the purpose of the entry into the contract.
14. Origin of goods means a country or a territory where all the goods are turned out or where the last stage of substantial processing of goods is performed in cases where many countries or territories join in the process of producing such goods.
15. Forms of validity equivalent to documents include telegraph, telex, facsimile, data message and other forms provided for by law.

Article 4.- Application of the Commercial Law and relevant laws

1. Commercial activities must comply with the Commercial Law and relevant laws.
2. Particular commercial activities provided for in other laws shall comply with the provisions of such laws.
3. Commercial activities which are not provided for in the Commercial Law and other laws shall comply with the provisions of the Civil Code.