National Assembly Socialist Republic of Vietnam

Independent – Freedom – Happiness

No: 36/2005/QH11

Commercial Law
Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam, which was amended,
supplemented in accordance with the resolution No. 51/2001/QH10 of 25 December 2001 of the Xth
National Assembly, the 10th session.

This law provides for commercial activities

Chapter I/ GENERAL PROVISIONS

Section 1. Governing scope and subjects of application

Article 1. Governing scope

1. Commercial activities conduted in the territory of the Socialist Republic of Vietnam.

2. Commercial activities conducted outside the territory of the Socialist Republic of Vietnam in
cases where the involved parties agree to this law for application/the application of this law or
where the foreign law, international treaties that the Socialist Repubic of Vietnam is a
contracting party stipulates the application of this law.
3. Activities do not for the monetary purposes of an involved party in the transaction with traders
conducted / Activities not for profit purposes conducted by a party in the transaction with
traders in the territory of the Socialist Republic of Vietnam in case where the party conducting
such not-for-profit activities chooses this law for application.

Article 2. The subjects of application

1. Traders conducting commercial activities under article 1 of this law

2. Other individuals, organisations conducting commercial-related activites.
3. Basing itself on the priciples provided for by this law, the Government shall specify/ stipulates
in details about the application of this law to individuals conducting commercial activities
independently, regularly without having to make business registration
(decress 39/2007)

Article 3. Interpretation

In this law, the following wordsvif shall be understand as follows:

1. Commercial activities mean activities for profit purposes, including: sale and purchase of goods,
provision of services, investment, commercial promotion and other for-profit activities
2. Goods incluse:
a) All types of moveables, including those to be formed in the future
b) Things attached to land
 3. Custom in commercial activities means a code of conduct that has an explicit meaning,
established and repeated time and again for a long period between the involved parties,
implicitly recognized by the parties to identify the respective rights and obligations of the
involved parties in the commercial contracts.
4. Commercial practive means custom widely recognzed in commercial activities in a region, an
area or a commercial domain, has an explicit meaning, recognized bt the involved parties in
order to identify the respective rights and obligations of the parties in commercial activities.
5. Data message means information generated, deliveried, received and stored by electronic
media.
6. Vietnam-based representive office of foreign traders means dependent unit of foreign traders,
established in accordance with the provisions of Vietnamese law to conduct market survey and
conduct commercial promotion activities that Vietnamese law allows.
7. Vietnam-based branch of foreign traders means dependent unit of foreign traders, established
and conducts commercial activities under the provisons of Vietnamese law or treaaties to which
the Socialist Republic of Vietnam is a contracting member.
8. Sale and purchase of goods means commercial activities whereby the seller has the obligations
to deliver goods and transfer ownership to the purchaser and receive the payment, the buyer
has obligations to make a payment to the seller, receive goods and ownership thereof as
agreed.
9. Provision of services means commercial activities whereby a party (hereafter referred to as the
service provider) is obligated to provide a service to another parties and receive payment, the
service-using party (hereafter referred to as “customer”) is obligated to pay to the service
provider and use services thereof as agreed.
10. Commervial promotion means activities that promote, seek oppoturnities for sale and purchase
of goods and provision of service, including sale promotion, commercial advertisemet, display,
exhibition of goods, services and trade fairs and exhibitions.
11. Commercial intermediary activites means activities to conduct commercial transations for one
or several identified traders, including respresentation for traders, commercial brokerage,
goods sale and purchase entrustment and commercial agency. ]
12. Contractual breach means the failure of a party to perform, to fully or properly perform its
obligations according to the agreement between the parties or under the provisions of this law.
13. Substaintial breach means a contractual breach of a party that causes damage to other party to
the extent that the other party cannot achieve the purpose of the entry in to the contract.

Article 4. The appilication of commercial law and other relevant law

1. Commercial activities must comply with the provisions of Commercial Law and relevant laws.
2. Particular commercial activities stipulated in other laws shall comply with the provisions of such
laws
3. Commercial activities that are not stiplulated in Commercial law and other law shall apply the
Civil Code.

Article 5. Application of treaties, foreign laws and international commercial practice.

 1. Where treaties to which the Socialist Republic of Vietnam is a contracting party provide for the
application of the foreign law, commercial pratice or the provisions that are different from the
provisions of this law, the provisions of such law shall apply.
2. The parties to commercial transaction involving foreign element may agree on the application
of foreign law, international commercial practice if such foreign law, international commercial
practice are not contrary to the fundamental principle of the Vietnamese law.

Article 6. Trader

1. Trader includes lawfully-established economic organisations, individuals conducting commercial

activities independently, regularly and having the business registration.
2. Traders are entilted to conduct commercial activities in the occupations and sectors, in
gographical areas in forms and by modes which are not banned by law.
3. The right to conduct lawfully commercial activities of traders is protected by the Government.
4. State exercises for a definite timr its monopoly over commercial activities to a number of
goods, services or in a number of geographical areas in order to ensure national interests. State
shall specify the list of of goods, services and geographical areas subject to the State monpoly.

Article 7. Obligation to make a business registration of traders.

Traders are obligated to register business in accordance with the provisons of law. Where not
registering busines, traders still must bear responsibilities in respect of all their activities in accordance
with the provisions of this law and other provisions of law.

Chapter II. SALE AND PURCHASE OF GOODS

Section 1. General Provisions on activities of sale and purchase of goods

Article 24. Forms of contracts for sale and purchase of goods

1. Contract for sale and purchase of goods may be expressed in verbal or written form or
established by specific acts.
2. For types of contract for the sale and purchase of goods, which, as provided for by law, must
be made in writing, such provisions must be compled with.

Article 25. Goods banned form business, goods subject to business restrictions and goods subject to
conditional business

1. On the basis of socio-economic consitions of certrain periods and treaties to which the Socialist
Republic of Vietnam is a contracting party. The Government shall sepcify the list the goods
banned from business, goods subject to business restriction and goods subject to conditional
business and condisions for trading in such goods.
 2. For goods subject to business restriction and goods subject to conditional business, sale and
purchase thereof shall be effected only whengoods and parties selling and purchasing 4
provided for by law.

Article 26. Application of the urgent measures with respect to domestically circulated goods.

1. Goods legall and domestically circulated may be applied one measure or measures as
compulsory withdraw from circulation, circulation ban, circulation suspension, conditional
circulation or compulsory circulation permmission in the following cases:
a) Goods is the origin or mean of spreading of diseases
b) Occuring the urgent states
2. Specific conditions, order, procedures and competence for annoucing the applation of urgent
measures with respeact to domestically circulated goods shall be complied with the provisions
of law.

Article 27. International sale and purchase of goods

1. International sale and purchase of goods may be conducted in the forms of export, import,
temporary import for re-export, temporary export for re-import, and transfer through border-
gates
2. International sale and purchase must be conducted on the basis of written form or in other
equal legal form.

Article 28. Export, import of goods

1. Export of goods means the bringing of goods out of Vietnam’s territory or into special zones in
the Vietnamese territory which are regarded as exclusive customs zones under the provisions
of law
2. Import of goods means the bringing of goods into Vietnamese territory from the foreign
countries or from special zones in the Vietnamese territory which are regarded as exclusive
customs zones under the provisions of law.
3. On the basis of socio-economic conditions in certain periods and treaties to which the Socialist
Republic of Vietnam is a contracting party, the Government shall specify the list of goods
banned from export, import, the list of goods to be imported/exported under permits of
competent state management agencies and the procedures for granting permits

Section 2. The rights and obligations of the parties to contracts for sale and purchase of goods

Article 34. Delivery of goods and goods-related documents

1. The seller must deliver goods, documents as agreed in the contract on quaity, quality, packing,
preservation modes and other contracutal terms
2. In case where there is no specific agreement, the sellers obligate to deliver goods and relevent
documents under the provisions of this law

Article 35. The place of delivery of goods

1. The seller is obliged to deliver goods at the agreed place
2. In cases where there is no specific agreement, the place of delivery of goods shall be specified
(xac dinh) as follows:
a) In cases where goods is things attached to land, the seller must deliver goods at the place
such goods exist.
b) In cases where the contracts contain a provision on goods transportation, the seller is
obliged to deliver to the first carrier.
c) In cases where the contract contain no provision on goods transportation, if parties know
the location of strorage of goods, the place of goods loading or the place of goods
manufacture at the time of entry into the contract, the sellers must deliver goods at such
place.
d) In other cases, the seller must deliver at the place of business of the seller, if there is no
place of business, the seller must deliver at the palce of residence identified at the the time
they enter into the contract