Some basic new points of the Civil Code (amended)

(Baonghean) - The draft Civil Code (amended) has a total of 712 articles, organized into 6 parts and 26 chapters. The Civil Code (CPC) stipulates the basic principles of civil law, legal status, legal standards on the conduct of individuals and legal entities; rights and obligations regarding personal identity and property of individuals and legal entities in civil, marriage and family, business, trade, labor and other relationships formed on the basis of equality, freedom of will, property independence and self-responsibility of the subjects participating in the relationship.

Firstly, regarding the scope of regulation of the Civil Code (Article 1), the Civil Code stipulates the basic principles

Second, regarding the basic principles of civil law (Articles 2 - 9), to ensure unity in the perception, development and application of civil law, contributing to the formation of legal standards on the conduct of individuals and legal entities, the draft Code stipulates 8 basic principles of civil law, including: (1) Principle of recognition, respect, protection and guarantee of civil rights; (2) Principle of equality; (3) Principle of freedom, voluntary commitment and agreement; (4) Principle of goodwill and honesty; (5) Principle of respect for ethics and good traditions; (6) Principle of respect for national and ethnic interests, rights and legitimate interests of others; (7) Principle of civil responsibility; (8) Principle of reconciliation.

Third, regarding the establishment, implementation and protection of civil rights (Articles 13 - 20), implementing the provisions of the 2013 Constitution on recognition, respect, protection and guarantee of the implementation of civil rights, the draft Code supplements general principles on the establishment, implementation and protection of civil rights. Accordingly, individuals and legal entities exercise civil rights according to their will but must not contravene the basic principles of civil law and must not exceed the limits of the exercise of civil rights prescribed in the Civil Code; individuals and legal entities must not abuse civil rights to cause damage to others; to violate their personal and property obligations as prescribed in this Code and other relevant laws; to restrict competition or to carry out other illegal purposes.

Fourth, regarding property (Articles 122 - 132), to ensure comprehensiveness, transparency, publicity, mobilization and full promotion of material resources in society, the draft Code has added a provision, accordingly, property includes real estate and movable property; property can be objects, money, valuable papers, property rights to intellectual property objects and other property rights. Real estate must be registered according to the provisions of this Code and the Law on Property Registration. Information on registered property must be made public. Property rights are rights that can be valued in money and can be the subject of civil relations, including property rights to intellectual property objects, land use rights and other rights, in which property rights to intellectual property objects are prescribed in this Code and the law on intellectual property, land use rights are prescribed in this Code and the Land Law.

Fifth, regarding civil transactions (Articles 133 - 148), the Draft Code has many amendments and supplements related to the provisions on civil transactions in the direction of better ensuring the right to freely express one's will, legal safety, stability of transactions, rights and interests of goodwill parties and bona fide parties. Specifically: Civil transactions that do not comply with formality regulations but do not aim to evade obligations to others and the transaction subjects have transferred objects, money or performed work, the transaction is still valid; in this case, at the request of one or more parties, the competent authority is responsible for completing the procedures for that transaction; Regulations on resolving legal consequences of invalid civil transactions are also amended to ensure fairness and better suitability with the rights and interests of the subjects establishing the transaction; The rights of bona fide third parties are more thoroughly protected according to the principle that, in the case where the subject of a transaction is property subject to ownership registration and that property has been registered with a competent state agency, and then transferred by another transaction to a third party and that person, based on that registration, establishes and executes the transaction, that transaction is not invalid, except in the case where the third party knows or should know that the property subject to the transaction was illegally appropriated, against the will of the owner; the transfer of property through auction or based on a judgment or decision of a competent authority is also protected...

Sixth, on the form of ownership (Articles 208 - 268), institutionalizing the Party's resolutions and the content and spirit of the 2013 Constitution and on the basis of applying the principle that the determination of forms of ownership must be based on the difference in the way the owner's powers are exercised, the draft Code stipulates: in the Civil Code, forms of ownership include ownership by the entire people, private ownership and common ownership. Ownership by the entire people is ownership of public assets, including land, water resources, mineral resources, resources in sea areas, airspace, other natural resources and assets invested and managed by the State. Private ownership is ownership by one entity, including individuals and legal entities. Common ownership is ownership by many entities of a property.

Seventh, general provisions on contracts (Articles 409 - 452), the Draft Code stipulates general provisions on contracts, guides the development of provisions on contracts in other relevant laws and is sufficient to apply in cases where other relevant laws lack provisions on contracts. In addition, a number of new provisions consistent with international practice and our country's practice have been added, especially provisions on general transaction conditions, contract adjustment when circumstances change, contract appendices, cancellation and consequences of contract cancellation, etc.

Eighth, regarding the law applicable to civil relations with foreign elements (Articles 689 - 710), the law applicable to civil relations with foreign elements is stipulated in the draft Code in Part Five with new contents, mainly as follows: Regarding the scope of application, in case there are different provisions between this Part and other relevant laws on the law applicable to civil relations with foreign elements, the provisions of other relevant laws shall apply, provided that the provisions of such laws do not contravene the principles of determining and applying the law in civil relations with foreign elements prescribed in the Civil Code; regarding the principle of determining and applying the law, the principle that the parties are allowed to choose the law applicable to civil relations with foreign elements, except for cases specifically prescribed in this Part or other relevant laws.

In case the parties do not choose the law applicable to civil relations with foreign elements according to the provisions of this Code or other relevant laws of Vietnam that do not have provisions on determining the applicable law, the law of the country with the closest relationship to that civil relationship shall be applied...; In addition, the draft amended and supplemented Code enriches the system of determining applicable law, clarifies the order of priority of application of the systems, especially making the system of law applicable to contracts, inheritance, compensation for non-contractual damages and systems related to personal status in the direction of selectively adopting common legal standards and norms that have been widely recognized internationally.

Attorney Trong Hai

(Law Office of Trong Hai & Associates)