THE GOVERNMENT -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ----------
No: 138/2006/ND-CP	Hanoi, November 15, 2006

DECREE

DETAILING THE IMPLEMENTATION OF THE CIVIL CODE'S PROVISIONS ON CIVIL RELATIONS INVOLVING FOREIGN ELEMENTS

THE GOVERNMENT

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the June 14, 2005 Civil Code;

Pursuant to the National Assembly's Resolution No. 45/2005/QH11 of June 14, 2005, on the implementation of the Civil Code;

At the proposal of the Minister of Justice,

DECREES:

Chapter I

GENERAL PROVISIONS

Article 1.- Governing scope

This Decree details the implementation of the Civil Code's provisions on the application of the laws of Vietnam and foreign countries, treaties and international practice to civil relations involving foreign elements.

Article 2.- Subjects of application

This Decree applies to Vietnamese agencies, organizations and individuals; foreign agencies, organizations and individuals engaged in civil relations involving foreign elements.

Article 3.- Interpretation of terms

In this Decree, the terms below are construed as follows:

1. "Civil relations involving foreign elements" means:

a/ Civil, marriage and family, business, commercial and labor relations in which at least one party is a foreign agency, organization or individual or overseas Vietnamese;

b/ Civil, marriage and family, business, commercial and labors relations of which the parties are Vietnamese citizens or organizations but the bases for establishment, alteration or termination comply with foreign laws or arise overseas or assets related to which are located overseas

2. "Foreigners" means those who do not have Vietnamese nationality, including foreign nationals and stateless persons.

3. "Overseas Vietnamese" means Vietnamese nationals who are residing and working permanently in foreign countries.

4. "Foreign agencies and organizations" means agencies and organizations other than Vietnamese agencies and organizations, which are set up under foreign laws, including international agencies and organizations set up under international law.

5. "Foreign legal persons" means legal persons set up under foreign laws.

6. "Entry into a civil contract in absentia" means the entry into a civil contract through electronic means or other means without the presence of contractual parties at the same place to sign the contract.

Article 4.- Application of the civil law of the Socialist Republic of Vietnam, treaties, foreign laws and international practice

1. The application of the civil law of the Socialist Republic of Vietnam, treaties, foreign laws and international practice shall comply with Article 759 of the Civil Code.

2. In case of disparities between the provisions of Part VII of the Civil Code and those of a specialized law regarding the same contents, the provisions of that specialized law shall be applied.

3. When the laws of a foreign country with different legal systems are selected or invoked for application, the involved parties may request the application of the legal system to which they have the closest relations regarding citizens' rights and duties.

Article 5.- Involved parties' burden of proof for law application requests

In case of application of laws to stateless persons or foreigners with two or more foreign nationalities under Article 760 of the Civil Code or application of laws of foreign countries with different legal systems under Clause 3, Article 4 of this Decree, the involved parties are obliged to prove to Vietnamese competent agencies their closest relations regarding citizens' rights and duties to the legal system requested for application. When the involved parties fail to prove their closest relations regarding citizens' rights and duties to the legal system requested for application, Vietnamese laws shall be applied.

Click Download to see full text