Corporate Personality in Vietnamese Law: A Comparative Approach

Tran Nguyen

doi:10.25918/thesis.391

There is little doubt that “legal personality” is one of the most significant concepts that human beings have ever invented. Naturally, human beings are the primary subjects of law. Despite being the primary subjects of law, humans are not the only subjects that exist. Besides humans, the law has created an abstract concept of legal personality to personify a collection of people or property and turn them into a juridical person – the second group of a subject analogous to a natural person. In its abstract sense, legal personality is the ability to become the subject of law – the holder of legal rights and duties. It is unthinkable that modern life can organise itself without large business corporations, whose legal character is essentially based on the legal personality concept. This concept is also deployed to construct the State and international organisations in international law. It must be noted that legal personality is an achievement stemming from Western legal science, which formed in Roman times and continues to permeate both civil law and common law, the two dominant legal families in the world today. Traditionally, this concept was unknown in Vietnamese law, like other non-Western legal systems, until pre-modern times when the ships and fleets of East Indian companies sailed across the world for commercial purposes and colonial exploitation. This thesis investigates the challenging path of Vietnamese law in adopting the foreign concept of legal personality for around 150 years since the French officially turned Vietnam into one of its colonies. Employing the principal methodology of comparative law combined with doctrinal analysis, this thesis examines the Vietnamese concept of legal personality throughout its history and through the lens of different aspects of its developing legal science, stretching from civil law and company law to criminal law. The thesis found that cultivating such a concept of legal personality on pristine indigenous land that had not been well prepared was difficult and did not yield many sweet fruits. The legal personality has not been well understood by Vietnamese scholars. Neither has it properly transformed and fitted well into contemporary Vietnamese law. This has rendered the Vietnamese legal system misleading and confusing; many legal institutions built on this core concept confront each other. The thesis is expected to contribute to the scholarly literature on the theme of legal personality to provide researchers, as well as legislators, with a reliable source of reference for the reform of Vietnamese law.

Corporate Personality in Vietnamese Law: A Comparative Approach

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Corporate Personality in Vietnamese Law: A Comparative Approach

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