Legal representatives and authorized representatives plays an important role in business operations. These two forms of representation have their own characteristics in terms of legal role, scope and duration of representation. Clearly distinguishing the legal representatives and authorized representatives helps businesses avoid legal risks and ensure the legality of transactions. The following article by Long Phan will analyze in detail these two types of representatives.

What is a legal representative?

Pursuant to Articles 136 and 137 of the 2015 Civil Code. The legal representative is an individual or organization prescribed by law or a competent state agency that decides to represent another individual or legal entity. Legal representatives include representatives of individuals and representatives of legal entities.

For individuals, legal representatives include:

• Father and mother to minor children.
• Guardian for the ward. The guardian of a person with difficulty in cognition and behavior control is the legal representative if appointed by the Court.
• The person appointed by the Court in case the representative specified in Clauses 1 and 2, Article 136 of the Civil Code 2015 cannot be identified.
• A person appointed by the Court for a person with limited civil act capacity.

For legal entities, legal representatives include:

• A person appointed by a legal entity according to its charter;
• Person authorized to represent according to the provisions of law;
• A person appointed by the Court during proceedings at the Court.
• A legal entity may have many legal representatives and each representative has the right to represent the legal entity according to the provisions of Articles 140 and 141 of the Civil Code 2015.

What is an authorized representative?

Pursuant to Article 138 of the Civil Code 2015, authorized representation is established according to the authorization between the representative and the represented person. Authorized representatives include:

• Individuals and legal entities may authorize other individuals and legal entities to establish and perform civil transactions.
• Members of households, cooperative groups, and other organizations without legal status can agree to appoint other individuals or legal entities as authorized representatives to establish and perform civil transactions related to property. of members of households, cooperative groups, and other organizations without legal status.
• A person from full fifteen years old to under eighteen years old may be an authorized representative, except in cases where the law stipulates that civil transactions must be established and performed by a person aged full eighteen years or older.

Distinguish between legal representatives and authorized representatives

Similarities

Legal representatives and authorized representatives have some basic similarities. Specifically as follows:

• Both types of representatives act on behalf of and for the benefit of the represented person to establish and perform civil transactions within the prescribed scope of representation.
• Both forms of representation have a common legal framework regarding the basis for establishment, scope and duration of representation.
• The legal consequences of a transaction performed by a person who does not have the right to represent or exceeds the scope of representation and does not give rise to rights and obligations for the represented person also apply to both types, except in cases where If otherwise agreed or otherwise provided by law
• An individual or legal entity may represent many different individuals or legal entities but may not act in the name of the person being represented to establish or perform civil transactions with themselves or with a third party that they are also a representative of. that person’s representative, unless otherwise provided by law.
• The representative must inform the transaction party about the scope of his or her representation.
• Legal representation or authorized representation both terminate for individuals when the authorization is no longer necessary or the authorization cannot continue to be performed, such as when the legal entity terminates or the representative or authorized person dead representative.

Differences

Regarding the basis for establishment:

• Legal representation is established according to the decision of a competent state agency, according to the charter of the legal entity or according to the provisions of law.
• Authorized representation is established on the basis of an agreement between the representative and the represented person.

Based on: Article 135 of the Civil Code 2015.

About the representative’s conditions

• The legal representative must have full civil act capacity.
• In contrast, an authorized representative does not necessarily have full civil capacity. A person from fifteen years old to under eighteen years old may be an authorized representative, except in cases where the law stipulates that civil transactions must be established and performed by a person aged eighteen years or older.

Based on: Clause 3, Article 134, Clause 3, Article 138 of the Civil Code 2015.

Regarding the scope of representation:

• The legal representative has the right to carry out all civil transactions for the benefit of the represented person, unless otherwise prescribed by law.
• The scope of authorized representative is specifically defined in the authorization document, often narrower than legal representation.

Based on: Clauses 1 and 2, Article 141 of the Civil Code 2015.

Regarding termination of representation:

1. Legal representation terminates in the following cases:

• The represented person is an adult or has restored civil capacity;
• The person represented is the individual who dies;
• The represented person is a legal entity that ceases to exist;
• Other grounds according to the provisions of this Code or other relevant laws.

1. Authorized representative terminates in the following cases:

• According to the agreement;
• The authorization period has expired;
• Authorized work has been completed;
• The represented person or representative unilaterally terminates the authorization;
• The represented person, the representative, is the individual who dies; The represented person or representative is a legal entity that ceases to exist;
• The representative no longer meets the conditions prescribed in Clause 3, Article 134 of the Civil Code 2015;
• Other grounds make representation impossible.

CSPL: Clause 3, Clause 4, Article 140 of the Civil Code 2015.

Consulting services and support for regulations on the legal representatives and authorized representatives in businesses

During business operations, customers need to comply with legal regulations on legal representatives and authorized representatives to ensure legality and avoid legal risks and disputes. With his experience, Long Phan can advise and support you comprehensively on representative issues, ensuring legal compliance and protecting the interests of the business in transactions. Long Phan’s services include:

• Determine the legal representative appropriate to the type of business;
• Drafting representative authorization documents in accordance with the law;
• Instructions on the authorization process and management of authorized representatives;
• Consulting on handling arising issues related to representatives;
• Consulting on issues of representative regulations.

Understanding the difference between legal representatives and authorized representatives helps businesses effectively manage their representation activities.

For detailed advice on legal regulations related to representatives, please contact Long Phan via hotline 0906735386. Long Phan is ready to assist customers in building appropriate representative management processes, ensuring legal compliance and efficiency in business operations.