Vietnam Civil Code 91/2015/QH13 in English

Full title: Civil Code, No. 91/2015/QH13
Passed by: the 13th National Assembly at its 10th session, 24 November 2015
In force from: 1 January 2017
Structure: 6 parts, 27 chapters and 689 articles
Replaces: Civil Code No. 33/2005/QH11 (Article 689)
Status: in force. As of 28 September 2026 the Code has not been amended and has no consolidated text; none of the laws passed in 2025–2026 and published in the Official Gazette amends it.
Official Vietnamese text: Official Gazette (congbao.chinhphu.vn) · Official Gazette Nos. 1243+1244 (Articles 1–364) and 1245+1246 (Articles 365–689), 28 December 2015

Note: this page is LexData’s own unofficial summary of the rules businesses most often need when entering into transactions and contracts, mainly from Parts One and Three of the Code. It is not the full text or a translation of the Code. Rules on individuals, personal rights, ownership, inheritance, non-contractual liability and the specific contract types are not covered. Only the Vietnamese text has legal effect.

Role and structure of the Code

General law: the Civil Code is the general law on civil relations. Sector laws (such as the Commercial Law or the Law on Enterprises) may not contradict the basic principles in Article 3. Where a sector law is silent, or conflicts with those principles, the Code applies (Clauses 1–3, Article 4). A treaty to which Vietnam is a party prevails over the Code (Clause 4).
Freedom of contract and good faith: agreements that do not breach a legal prohibition or social ethics bind the parties, and the parties must act in good faith and honestly (Clauses 2 and 3, Article 3).
Gaps: if the parties have not agreed and the law is silent, custom may apply (Clause 2, Article 5), then analogy, the basic principles, case law and fairness (Article 6).

Part	Subject	Articles
One	General provisions: individuals, legal entities, property, civil transactions (116–133), representation (134–143), time periods and limitation	1–157
Two	Ownership and other property rights	158–273
Three	Obligations and contracts: obligations, security interests, civil liability, contracts (385–429), common contract types (430–569), non-contractual liability	274–608
Four	Inheritance	609–662
Five	Law applicable to civil relations with a foreign element	663–687
Six	Implementation	688–689

Civil transactions: validity and form

Definition (Article 116): a civil transaction is a contract or a unilateral legal act that creates, changes or ends civil rights and obligations.
Validity conditions (Clause 1, Article 117), all three required: (a) the parties have the legal and civil act capacity suited to the transaction; (b) they enter into it entirely voluntarily; (c) its purpose and content do not breach a legal prohibition or social ethics. Form is a validity condition only where a law says so (Clause 2).
Form (Article 119): oral, written or by conduct. A transaction made by data message under the law on electronic transactions counts as a written transaction. Where a law requires notarisation, certification or registration, that requirement must be met.
Conditional transactions (Article 120): if a party deliberately prevents a condition, it is treated as fulfilled; if a party deliberately brings it about, it is treated as not fulfilled. This matters when drafting conditions precedent in M&A deals.

Invalid transactions (Articles 122–133)

A transaction that fails any condition in Article 117 is invalid unless the Code provides otherwise (Article 122).

Ground	Article	Time limit to ask a court to declare it invalid
Breach of a legal prohibition or social ethics	123	No time limit (Clause 3, Article 132)
Sham transaction hiding another one (the hidden transaction stands if it is lawful in itself), or made to evade obligations to a third party	124	No time limit
Made by a minor or a person lacking, or with restricted, civil act capacity	125	2 years
Mistake that defeats a party’s purpose	126	2 years
Fraud, threat or duress (by a party or a third party)	127	2 years
Made by a person unable to understand or control their acts at the time	128	2 years
Failure to meet a mandatory form	129	2 years

Saving a transaction with a form defect (Article 129): where the written form is defective, or mandatory notarisation or certification is missing, but one or both parties have performed at least two-thirds of their obligations, a court will recognise the transaction on request, and no notarisation or certification is then needed.
Partial invalidity leaves the rest of the transaction in force (Article 130).
Consequences (Article 131): an invalid transaction creates no rights or obligations from the time it was made. The parties return what they received (in money if return in kind is impossible). A party acting in good faith keeps the fruits and income it collected, and the party at fault compensates the loss.
The 2-year limit runs from the dates in Clause 1 of Article 132, for example from when the mistaken or deceived party knew or should have known, or from the date of a transaction with a form defect. If nobody applies in time, the transaction is valid (Clause 2).
Bona fide third parties (Article 133): where unregistrable property has passed to a bona fide third party, the transaction with that party stands (except as provided in Article 167). Where the property was registered and the third party relied on the register, the transaction is not invalidated. Where registrable property was not registered, the third-party transaction is invalid unless the property was bought at auction or from a person a court judgment or decision had named as owner. The original owner cannot recover the property from a protected third party but can sue the party at fault for reasonable costs and damages (Clause 3).

For a buyer of shares, capital or assets, these grounds and time limits are what to test when reviewing the target’s past transactions. See legal due diligence in Vietnam.

Representation and authorisation (Articles 134–143 and 562–569)

Two kinds (Article 135): authorised representation and legal representation. A legal entity’s legal representative is the person named under its charter, a person with authority under the law, or a person appointed by a court. A legal entity may have several legal representatives (Article 137). For companies, see the Law on Enterprises 2020.
Term (Article 140): as set in the authorisation, decision, charter or law. If it cannot be determined and is not tied to a specific transaction, it is 1 year from when the authority arose (Point b, Clause 2). An authorisation contract with no agreed or statutory term lasts 1 year from the date it was made (Article 563).
Scope (Article 141): the representative acts only within its authority, must tell the counterparty the scope of that authority, and may not deal with itself on the principal’s behalf, or with a third party it also represents, unless the law provides otherwise.
No authority or excess of authority (Articles 142 and 143): the transaction does not bind the principal (for the part in excess) unless the principal ratifies or consents, knows and does not object within a reasonable time, or is at fault for the counterparty not knowing. Otherwise the representative is personally bound to the counterparty, unless the counterparty knew or should have known. The counterparty may terminate or rescind and claim damages.
Ending an authorisation (Article 569): either party may end it at any time. Depending on whether it is paid, the party ending it must pay for work done, compensate loss, or give reasonable notice. The principal must notify third parties in writing; otherwise contracts with them remain in force unless they knew or should have known.

Obligations and liability for breach (Articles 351–364)

Breach means failing to perform on time, in full or as agreed (Clause 1, Article 351). There is no liability for breach caused by force majeure (unless agreed or provided otherwise) or caused entirely by the obligee’s fault (Clauses 2 and 3). Force majeure is an objective event that could not be foreseen or overcome despite all necessary measures (Clause 1, Article 156).
The obligee may demand specific performance (Article 352). An obligor who cannot perform on time must notify at once and ask for a postponement, or compensate the resulting loss (Clause 1, Article 354).
Late payment carries interest at the agreed rate, capped at the rate in Clause 1 of Article 468, or at the rate in Clause 2 of Article 468 if nothing was agreed (Article 357).
Full compensation is the rule unless agreed or provided otherwise (Article 360). Material loss covers loss of property, reasonable costs to prevent, limit or remedy the loss, and actual lost or reduced income; non-material loss may also be claimed (Article 361).
The obligee must take reasonable steps to mitigate (Article 362). If the obligee was partly at fault, the obligor pays only in proportion to its own fault (Article 363).

Security and transfers:

Nine security measures (Article 292): pledge, mortgage, deposit, security deposit for leased movables, escrow deposit, retention of title, guarantee, a guarantee by a grassroots socio-political organisation for loans to poor households (Article 344) and lien. Under a deposit (Clause 2, Article 328), a depositor who refuses to sign or perform loses the deposit; a recipient who refuses must return the deposit plus an equal amount, unless agreed otherwise.
Assigning a claim does not need the obligor’s consent, but the assignor must notify the obligor in writing unless agreed otherwise. Assignment is barred if the parties agreed so or the law prohibits it (Article 365). Transferring an obligation needs the obligee’s consent (Article 370), and any security for that obligation ends unless agreed otherwise (Article 371).

Contracts: formation and effect (Articles 385–408)

Offer and acceptance

A contract is an agreement to create, change or end civil rights and obligations (Article 385).
An offer shows a clear intention to contract and binds the offeror. If the offer states a time for reply and the offeror contracts with a third party within that time, it must compensate the offeree’s loss (Article 386).
Pre-contract disclosure and confidentiality (Article 387): a party must disclose information that affects the other’s decision to contract, must keep confidential information received during negotiations secret and not use it for its own purposes, and is liable for loss caused by a breach.
An offer takes effect when the offeror says, or otherwise when the offeree receives it (delivered to its head office, entered into its official information system, or learned of in another way) (Article 388). It may be changed, withdrawn or revoked in the cases in Articles 389 and 390.
Acceptance must accept the whole offer (Article 393). An acceptance with conditions or changes is a new offer (Article 392). Silence is not acceptance unless agreed or established by the parties’ prior dealings (Clause 2, Article 393). A late reply is a new offer (Article 394). An acceptance may be withdrawn if the withdrawal arrives before or together with the acceptance (Article 397).

Content, time of formation and effect

Content is for the parties to agree. Article 398 lists what a contract may cover (subject matter; quantity and quality; price and payment; time, place and method of performance; rights and obligations; liability for breach; dispute resolution). None of these is mandatory under the Code.
Place of formation is as agreed, or else the offeror’s head office or residence (Article 399). A contract is formed when the offeror receives the acceptance; a written contract is formed when the last party signs or otherwise shows acceptance on the document (Clauses 1 and 4, Article 400).
Effect (Article 401): a lawfully formed contract takes effect on formation, unless agreed otherwise or another law provides otherwise. From then on it can only be amended or rescinded by agreement or by law.
Appendices have the same force as the contract. An appendix term that conflicts with the contract is ineffective unless agreed otherwise, but if the parties accepted such an appendix the contract term is treated as amended (Article 403).
Interpretation (Article 404): by the parties’ intention throughout negotiation and performance, and by the meaning that best fits the contract’s purpose; common intention prevails over wording. Unfavourable terms inserted by the drafting party are read in favour of the other party (Clause 6).

Standard terms and invalid contracts

Standard-form contracts must be made public, and unclear terms are read against the party that supplied them (Article 405). In standard-form contracts and general terms and conditions, terms that exclude the supplier’s liability, increase the other party’s liability or remove its legitimate rights are ineffective, unless agreed otherwise (Clause 3, Article 405; Clause 3, Article 406).
The invalidity rules in Articles 123–133 apply to contracts (Clause 1, Article 407). Invalidity of the main contract ends an ancillary contract unless agreed otherwise, but this rule does not apply to security arrangements. Invalidity of an ancillary contract does not end the main contract unless the parties agreed it is an inseparable part (Clauses 2 and 3).
A contract whose subject matter is impossible from the outset is invalid, and a party that knew and did not say must compensate the other (Article 408).

Penalties, damages and change of circumstances (Articles 418–420)

Contractual penalty (Article 418) arises only by agreement. The amount is for the parties to agree, unless another law provides otherwise; the Code sets no general cap. If the parties agree a penalty but do not agree that both a penalty and damages apply, only the penalty is payable (Clause 3). Contracts governed by the Code should therefore say expressly that both may be claimed.
Damages for breach of contract (Article 419) are assessed under Articles 13 and 360 and include the benefit the contract would have brought, plus costs caused by non-performance that do not overlap with it. A court may also award non-material damages on request.
Fundamental change of circumstances (Article 420) requires all five conditions: an objective change after signing; not foreseeable at signing; so great that the contract would not have been signed, or would have been very different; continued performance would seriously harm one party; and the affected party has done everything within its means to limit the impact. The affected party may ask to renegotiate within a reasonable time. Failing agreement, either party may ask a court to end the contract at a set date or to amend it (a court amends only if ending it would cause greater loss). Meanwhile, the parties must keep performing unless agreed otherwise.

Amendment, rescission and unilateral termination (Articles 421–428)

An amendment must take the same form as the original contract (Clause 3, Article 421). A contract ends on completion; by agreement; on the death or dissolution of a party who had to perform personally; on rescission or unilateral termination; when its subject matter no longer exists; under Article 420; or in other cases set by law (Article 422).

	Rescission	Unilateral termination
Grounds	Breach of an agreed rescission condition; serious breach; cases set by law (Article 423). Also: failure to perform after a demand within a reasonable time (Article 424), inability to perform (Article 425), loss of or damage to the property (Article 426)	Serious breach, by agreement or as provided by law (Clause 1, Article 428)
Notice	Must be given at once; failure that causes loss must be compensated	Same (Clause 2, Article 428)
Effect	The contract is void from formation; the parties return what they received, less reasonable costs (Article 427)	Ends when the other party receives the notice; a party that has performed is paid for what it did (Clause 3, Article 428)
Clauses that survive	Penalty, damages and dispute resolution	Same
Without valid grounds	The rescinding party is the party in breach (Clause 5, Article 427)	The terminating party is the party in breach (Clause 5, Article 428)

A serious breach is a failure to perform that defeats the other party’s purpose in entering the contract (Clause 2, Article 423). Where time is essential because of the nature of the contract or the parties’ intention, the obligee may rescind as soon as the deadline passes, without first giving a further reasonable period (Clause 2, Article 424).

Limitation periods and key figures

Item	Figure	Article
Limitation period for contract disputes	3 years from when the claimant knew or should have known its rights were infringed	429
Time limit to seek invalidity (Articles 125–129)	2 years	Clause 1, Article 132
Invalidity for illegality, breach of social ethics or sham	No time limit	Clause 3, Article 132
Share of obligations performed to save a transaction with a form defect	At least two-thirds	129
Default term of representation and of an authorisation contract	1 year	140, 563
Cap on agreed loan interest	20% a year	Clause 1, Article 468
Rate where interest was agreed but the rate is unclear	50% of the cap	Clause 2, Article 468
Interest on overdue principal of an interest-bearing loan	150% of the contract rate	Point b, Clause 5, Article 466

A court applies limitation only if a party asks, before the first-instance judgment or decision (Clause 2, Article 149). Periods of force majeure or objective obstacles do not count (Article 156). The limitation period restarts when the obligor acknowledges or partly performs the obligation, or the parties settle (Article 157).
In periods counted in days, the first day is not counted; a period ending on a weekend or public holiday ends on the next working day (Article 147; Clause 5, Article 148).
Interest (Article 468): interest above the 20% cap has no effect. The cap applies unless another relevant law provides otherwise, and the Standing Committee of the National Assembly may adjust it on the Government’s proposal. As of 28 September 2026 no resolution has adjusted the 20% cap. How courts calculate interest under loan contracts, and what happens to interest paid above the cap (it is set off against the principal, and any balance is returned to the borrower), is set out in Resolution No. 01/2019/NQ-HDTP of the Council of Judges of the Supreme People’s Court (Articles 5 and 9).

Contracts with a foreign element (Article 683)

The parties may choose the governing law of their contract, with exceptions: contracts on real estate follow the law of the place where the property is, and the chosen law in employment and consumer contracts may not reduce the minimum protections of Vietnamese law (Clauses 1, 4 and 5). Without a choice, the law of the country most closely connected applies, for example the seller’s place of incorporation for a sale of goods, or the service provider’s for a services contract (Clause 2).

How the Commercial Law fits in

Contracts made in commercial activities are governed first by the Commercial Law 2005 and sector laws; where they are silent, the Civil Code applies (Clause 3, Article 4 of the Commercial Law; Clause 3, Article 4 of the Code). Validity, invalidity, formation and interpretation are still mainly governed by the Code. Three differences matter in drafting:

Item	Civil Code	Commercial Law
Penalty amount	As agreed (Clause 2, Article 418)	Capped at 8% of the value of the breached obligation, except for inspection services (Articles 301 and 266)
Penalty and damages	Penalty only, unless both were agreed (Clause 3, Article 418)	If a penalty was agreed, both penalty and damages may be claimed unless the Law provides otherwise (Clause 2, Article 307)
Limitation period	3 years (Article 429)	2 years for commercial disputes (Article 319)

When the two laws differ: under Clause 3 of Article 4 of the Code and Clause 3 of Article 4 of the Commercial Law, the Code applies only where the sector law is silent (or conflicts with the basic principles in Article 3 of the Code). For disputes arising from commercial activities, the Commercial Law’s own rules (Clause 2, Article 307; Article 319) therefore apply first. In arbitration, Article 33 of the Law on Commercial Arbitration No. 54/2010/QH12 also sets a 2-year limitation period from when the lawful rights and interests are infringed, unless a sector law provides otherwise. As of 28 September 2026, LexData has found no resolution of the Council of Judges of the Supreme People’s Court and no case-law precedent that specifically addresses the choice between Article 319 of the Commercial Law and Article 429 of the Code, or between Clause 2 of Article 307 of the Commercial Law and Clause 3 of Article 418 of the Code. In practice, differences tend to arise over whether a dispute stems from a commercial activity at all, for example where one party is not a trader.

Which law governs a particular clause depends on the parties and the nature of the deal, so it should be assessed contract by contract. See commercial contracts in Vietnam.

Entry into force and transition (Articles 688 and 689)

In force from 1 January 2017; the 2005 Civil Code (No. 33/2005/QH11) ceased to have effect on the same date (Article 689).
For transactions made before 1 January 2017: if their content and form comply with the 2015 Code, it applies; if not, the 2005 Code continues to apply unless the parties amend them to comply; disputes over transactions fully performed before that date are resolved under the 2005 Code. Limitation periods follow the 2015 Code (Clause 1, Article 688).

Civil Code No. 91/2015/QH13 (English summary)