Civil Code 2015 – Unclear scope of application

The Civil Code 2015 will take effect from 1 January 2017 and will likely to have material changes to the Vietnamese legal framework. The Civil Code 2015 applies to relations between individuals and/or legal persons which are established on the basis of (1) equality, (2) freedom of choice, (3) having one’s own assets and (4) being liable for oneself (civil relations). This is a major change to the scope of application of the Civil Code 2005 which applies to civil relation, family and marriage, business, commercial and employment. There are a few issues arising from the changes:

  • The new definition of a civil relation seems to require a civil relation to have all four elements. A relation which lacks any of these four elements could be considered as not being governed by the Civil Code 2015. This seems illogical since Civil Code 2015 contains various provisions dealing with transactions which lacks one of these four elements (e.g. invalid transactions due to fraud or coerce); and
  • It is not clear if the Civil Code 2015 will continue to apply to  family and marriage, business, commercial and employment as in the case of Civil Code 2005.

This issue has been raised by Dr. Do Van Dai in his commentary book about Civil Code 2015.