Under Article 139.2 of the Civil Code, individuals, legal entities and other subjects may enter into and perform civil transactions through a representative. A representative could be a legal representative or an authorised representative. Article 139.5 of the Civil Code requires a representative must have “full capacity for civil acts” (năng lực hành vi dân sự).

The Civil Code only refers to “capacity for civil acts” in the context of an individual. In particular, Article 17 of the Civil Code provides that the capacity for civil acts of an individual is the capability of the individual to establish and exercise civil rights and perform civil obligations through his or her acts. Therefore, there has been an argument that by reference to “capacity for civil acts”, Article 139.5 of the Civil Code suggests that an authorised representative must be an individual and may not be an organisation. 

However, such an argument seems to be unreasonable and should not be accepted. This is because:

• Although the Civil Code does not expressly cover capacity for civil acts for an individual, legal theory seems to recognise that an organisation can also have capacity for civil acts;
• Article 92 of the Civil Code allows representative office or a branch office of a legal person to act as authorised representative of such legal person. Obviously, a representative office or a branch office is not an individual; and

• Other legislation also expressly allow a legal person to act as an authorised representative of another person. For example, under the Law on Intellectual Property, the owner of a trademark may authorise a IP agent being an organisation to act on its behalf. Under the regulations on VAMC, the VAMC can authorise a local bank to act on behalf of the VAMC to collect any bad debt sold by such bank to VAMC (see here).