Away on business and unable to sign a house purchase contract, a loan agreement or a services contract in person — can an individual authorize someone else to sign on their behalf? The answer is YES. Vietnamese civil law recognizes representation by authorization: transactions concluded by the authorized representative within the scope of authorization give rise to rights and obligations directly for the authorizing person. This mechanism, however, carries strict limits that parties often overlook.
The legal framework: representation by authorization
Articles 138 to 143 of the 2015 Civil Code govern representation by authorization; Articles 562 to 569 govern the authorization contract — the instrument establishing the authorization relationship. The validity principle in Clause 1, Article 139: civil transactions established and performed by a representative within the scope of representation give rise to rights and obligations for the represented person. In other words, a contract signed by the authorized person within scope is as effective as if the authorizing person had signed it.
Mandatory limits to remember
1. Stay within the authorized scope (Point c, Clause 1, Article 141). Acts beyond the scope do not bind the authorizing person, unless that person agrees or knows without objecting.
2. No self-dealing (Clause 3, Article 141). The authorized person may not establish or perform civil transactions with themselves or with a third party for whom they also act as representative, unless the law provides otherwise or the parties agree otherwise.
3. Sub-authorization requires consent (Articles 142 and 564). The authorized person may sub-authorize a third party only with the authorizing person’s consent, or where force majeure prevents continued performance.
4. Default term of 01 year. Under Article 563, where the parties do not agree on a term, the authorization contract is effective for 01 year from establishment. Continuing to sign after expiry risks the transaction being treated as unauthorized.
Exceptions: transactions that cannot be authorized
The general principle: transactions the law requires the entitled person to perform in person cannot be authorized — check the specialized law for each case. In addition, for transactions that must be notarized, certified or registered, the authorization and the form of the power of attorney must comply with form requirements (Clause 2, Article 119 of the 2015 Civil Code; the 2024 Law on Notarization effective 01/7/2025). In notarial practice, many notarial offices require powers of attorney relating to real estate to be notarized/certified before acceptance.
Frequently asked questions
Must a power of attorney be notarized? Not in every case. The law requires notarization/certification only for certain transactions (e.g. real-estate related); for ordinary transactions, a handwritten signed authorization remains valid if general conditions are met.
What if the authorized person exceeds the scope? The excess part does not take effect against the authorizing person; the authorized person may be liable to a bona fide third party under the rules on unauthorized representation.
Is oral authorization valid? An authorization contract may be oral unless the law requires written form for the specific transaction. For proving the scope in disputes, however, written form is always safer.
Need a power of attorney drafted or the validity of an authorised transaction checked? Reach us via the Contact page of FLAT Law Firm.
The information in this article is for reference only and does not constitute legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.