Article 76.- Duties of the persons managing the property of persons absent from their places of residence

The persons managing the property of persons absent from their places of residence shall have the following duties:

1. To keep and preserve the property of the absent persons as if it were their own property;

2. To immediately sell the property being subsidiary food crops or other products being in danger of decay;

3. To perform the absent persons' obligations to support their dependents and/or to pay due debts with such persons' property under the Court's decisions;

4. To hand back the property to the absent persons upon their return and to notify the Court thereof; if they are at fault in the management of property thereby causing damage, they must pay compensations therefor.

Article 77.- Rights of the persons managing the property of persons absent from their places of residence

The persons managing the property of persons absent from their places of residence shall have the following rights:

1. To manage the property of the absent persons;

2. To deduct a portion from the property of the absent persons in order to perform the latter's obligations to support their dependents and/or obligations to pay due debts;

3. To be paid for all expenses necessary for the management of the property.

Article 78.- Dclaration of a person to be missing

1. When a person has disappeared for two consecutive years or more and there is no reliable information on whether such person is still alive or dead even though notification and search measures have been fully applied in accordance with the civil procedure law, the Court may, at the request of a person with related rights or interests, declare such person missing. The two-year time limit shall be counted from the date the last information on such person is obtained; if the date of the last information cannot be determined, this time limit shall be counted from the first day of the month following the month when the last information is received; if the date and month of the last information cannot be determined, this time limit shall be counted from the first day of the year following the year when the last information is received.

2. In cases where the wife or the husband of a person who has been declared missing files for a divorce, the Court shall grant the divorce.

Article 79.- Management of the property of persons who have been declared missing

The persons currently managing the property of the persons who are absent from their places of residence as provided for in Clause 1, Article 75 of this Code shall continue to manage the property of such persons when they are declared missing by the Court and have the rights and duties specified in Article 76 and Article 77 of this Code.

In cases where a Court has resolved to permit the wife or the husband of the person who has been declared missing to divorce, the property of the missing person shall be handed over to the child(ren) who has/have attained adulthood or to the mother and/or father of the missing person for management; if there is no such person, the property shall be handed over to the next of kin of the missing person for management; if there is no next of kin, the Court shall appoint another person to manage the property.

Article 80.- Annulment of the decision declaring a person missing

1. When a person who has been declared missing returns or when there is reliable information that such person is still alive, the Court shall, at the request of such person or a person with related rights or interests, issue a decision to annul the decision declaring a person missing.

2. A person who has been declared missing shall, upon his/her return, be permitted to take back his/her property handed to him/her by the property manager after paying the management expenses.

3. In cases where the wife or the husband of a person who has been declared missing has been granted a divorce, the decision permitting the divorce shall still be legally effective, despite the return of the person who has been declared missing or the reliable information that such person is still alive.

Article 81.- Declaration of a person to be dead

1. A person with related rights or interests may request the Court to issue a decision declaring that a person is dead in the following cases:

a/ After three years as from the date the Court's decision declaring a person missing takes legal effect there is still no reliable information that such person is alive;

b/ The person has disappeared during a war and five years from the end of the war, there is still no reliable information that such person is alive;

c/ The person was hit by an accident, catastrophe or a natural disaster and one year from the end of such accident, catastrophe or natural disaster, there is still no reliable information that such person is alive, unless otherwise provided for by law;

d/ The person has disappeared for five consecutive years or more and there is no reliable information that such person is still alive; this time limit shall be counted in accordance with the provisions of Clause 1, Article 78 of this Code.

2. The Court shall, on a case-by-case basis, determine the date of death of a person who has been declared dead, based on the cases specified in Clause 1 of this Article.

Article 82.- Personal relations and property relations of persons who have been declared dead by the Court

1. When a decision of the Court declaring that a person is dead becomes legally effective, all marriage and family relations and other personal relations of such person shall be resolved as if a person had died.

2. The property relations of a person whom the Court has declared dead shall be resolved as if such person had died; the property of such person shall be settled in accordance with the law on inheritance.

Article 83.- Annulment of the decision declaring that a person is dead

1. When a person who has been declared dead returns or when there is reliable information that such person is still alive, the Court shall, at the request of such person or of a person with related rights or interests, issue a decision to annul the decision which declared that such person was dead.

2. The personal relations of the person who has been declared dead shall be restored when the Court issues a decision to annul the decision which declared that such person was dead, except for the following cases:

a/ Where the wife or the husband of the person who has been declared dead was permitted by the Court for her or his divorce in accordance with the provisions of Clause 2, Article 78 of this Code, the decision permitting the divorce shall remain legally effective;

b/ Where the wife or the husband of the person who has been declared dead has married another person, such marriage shall remain legally effective.

3. A person who has been declared dead but is still alive shall have the right to demand that the persons who received his/her inheritance to return the property that still remains.

In cases where the heir of a person whom the Court has declared dead is aware that such person is still alive, but deliberately conceals such for the purpose of enjoying the inheritance, he/she must return the entire property which he/she has received, including yields and profits; if causing damage, he/she must pay compensation therefor.

Chapter IV

LEGAL PERSONS

Section 1. GENERAL PROVISIONS ON LEGAL PERSONS

Article 84.- Legal persons

An organization shall be recognized as a legal person when it meets all the following conditions:

1. Being established lawfully;

2. Having a well-organized structure;

3. Possessing property independent from that of individuals and other organizations, and bearing its own liability with such property;

4. Independently entering into legal relations in its own name.

Article 85.- Establishment of legal persons

A legal person may be established on the initiative of an individual or an organization, or under a decision of a competent state agency.

Article 86.- The civil legal capacity of legal persons

1. The civil legal capacity of a legal person is its capability to have civil rights and obligations consistent with the purpose of its operation.

2. The civil legal capacity of a legal person shall arise from the time it is established and shall terminate from the time it ceases to be a legal person.

3. The representative at law or the authorized representative of a legal person shall act in the name of the legal person in civil relations.

Article 87.- The name of a legal person

1. A legal person must have its own name in the Vietnamese language, which shall clearly indicate the legal person's organizational form and distinguish it from other legal persons operating in the same domain.

2. A legal person must use its own name in civil transactions.

3. The name of a legal person shall be recognized and protected by law.

Article 88.- The charter of a legal person

1. In cases where it is provided for by law that a legal person must have a charter, the charter of the legal person must be approved by the founding members or the members' congress; the charter of the legal person must be recognized by a competent state agency, if it is so provided for by law.

2. The charter of a legal person shall have the following principal contents:

a/ Name of the legal person;

b/ Purpose and scope of its operation;

c/ Its head-office;

d/ Its charter capital, if any;

e/ Its organizational structure, the procedures for nomination, election, appointment, relief from office and dismissal; duties and powers of the positions in the managing body and other bodies;

f/ Rights and obligations of the members;

g/ Procedures for amending and supplementing the charter;

h/ Conditions for consolidating, merging, dividing, separating or dissolving the legal person.

3. Amendments and supplements to the charter of a legal person must be recognized by a competent state agency, if it is so provided for by law.

Article 89.- The managing body of a legal person

1. A legal person must have its managing body.

2. The organization, tasks and powers of the managing body of a legal person shall be provided for in the charter of such legal person or in the decision on its establishment.

Article 90.- The head-office of a legal person

The head-office of a legal person is the place where its managing body is located.

The contact address of a legal person shall be the address of its head-office. The legal person may select another place as its contact address.

Article 91.- The representative of a legal person

1. The representative of a legal person may be a representative at law or an authorized representative. The representative of a legal person must abide by the provisions on represen-tation in Chapter VII, Part One of this Code.

2. The representative at law of a legal person shall be provided in the legal person's charter or the decision on the establishment of the legal person.

Article 92.- Representative offices and branches of legal persons

1. Legal persons may establish representative offices and/or branches at places other than their head- offices.

2. Representative offices are dependent units of legal persons, having the tasks of representing under authorization the interests of the legal persons and protecting such interests.

3. Branches are dependent units of legal persons, having the tasks of performing all or part of the functions of the legal persons, including the function of representation under authorization.

4. Representative offices and branches are not legal persons. The heads of representative offices or branches shall perform tasks under authorization of their legal persons within the authorization scope and duration.

5. Legal persons shall have civil rights and obligations arising from civil transactions established and performed by their representative offices and/or branches.

Article 93.- Civil liability of legal persons

1. A legal person shall bear civil liability for the exercise of its civil rights and performance of its civil obligations established and performed by its representative in the name of the legal person.

2. A legal person shall bear civil liability with its own property; shall not bear civil liability for its members with respect to civil obligations established and performed by such members not in the name of the legal person.

3. Members of a legal person shall not bear civil liability for the legal person with respect to civil obligations estab-lished and performed by the legal person.

Article 94.- Consolidation of legal persons

1. Legal persons of the same type may consolidate with one another to form a new legal person under the provisions of the charters, the agreement among such legal persons or under the decision of a competent state agency.

2. After the consolidation, the former legal persons shall terminate; the civil rights and obligations of such legal persons shall be transferred to the new legal person.

Article 95.- Merger of legal persons

1. A legal person may be merged (hereinafter referred to as the merged legal person) into another legal person of the same type (hereinafter referred to as the merging legal person) under the provisions of the charter, the agreement among such legal persons or under the decision of a competent state agency.

2. After the merger, the merged legal person shall terminate; the civil rights and obligations of such legal person shall be transferred to the merging legal person.

Article 96.- Division of legal persons

1. A legal person may be divided into many legal persons under the provisions of its charter or the decision of a competent state agency.

2. After division, the divided legal person shall terminate; the civil rights and obligations of such legal person shall be transferred to the new legal persons.

Article 97.- Separation of legal persons

1. A legal person may be separated into many legal persons under the provisions of its charter or the decision of a competent state agency.

2. After separation, the separated legal person and the separating legal persons shall perform their rights and obligations in accordance with the purposes of their respective operations.

Article 98.- Dissolution of legal persons

1. A legal person may be dissolved in the following cases:

a/ Under the provisions of its charter;

b/ By the decision of a competent state agency;

c/ Upon the expiration of the term of operation stated in its charter or in the decision of a competent state agency.

2. Before being dissolved, a legal person must fulfill its property obligations.

Article 99.- Termination of legal persons

1. A legal person shall terminate in the following cases:

a/ Being consolidated, merged, divided or dissolved under the provisions of Articles 94, 95, 96 and 98 of this Code;

b/ Being declared bankrupt under the provisions of law on bankruptcy.

2. A legal person shall terminate from the time its name is deleted from the legal person register or from the time determined in the decision of a competent state agency.

3. When a legal person terminates, its property shall be settled under the provisions of law.