Người được ủy quyền là gì? Quyền và nghĩa vụ của bên được nhận ủy quyền?

What is an authorized person? Legal provisions on authorization? Does the authorized person have to sign the power of attorney? What are the similarities and differences between power of attorney and contract of attorney?

In life, we can’t always do all the work on our own. To solve this problem, the law allows individuals, organizations and enterprises to be authorized to perform work. Accordingly, the authorized person will receive authorization to act on behalf of the people of the authorizing party to perform the work recorded in the content of the Power of Attorney or the Authorization Contract, depending on the agreement of the parties.

Lawyer consulting on power of attorney, authorization contract:

Legal grounds:

– Civil Code 2015.

– Law on Notarization 2014

1. What is an authorized person?

The subject of the contract includes: the authorizing party and the authorized party. At that time, the authorized party will establish and perform civil transactions on behalf of and for the benefit of the authorizing party. The authorized party as defined in article 134 of the Civil Code 2015 can be a legal entity or an individual. This is a new point compared to the “Civil Code 2015”, according to the new regulations, legal entities can be authorized representatives, legally established legal entities will be able to perform legal acts. Due to a legal entity’s organizational structure and financial capacity, it will help to better perform the authorized work, which will bring greater peace of mind and trust than individuals.

Accordingly, an authorized person is a person who is authorized to act on behalf of or on behalf of the authorizing party to legally perform tasks assigned by an individual or an organization. In which, the form of authorization is agreed upon by the two parties as the authorizing party and the authorized party.

2. Legal provisions on authorization:

Authorization period

The parties may agree with each other on the time limit for authorization or comply with the provisions of law. If there is no agreement between the parties and the law does not provide, the authorization contract is valid for 1 year from the date of establishment of the authorization. (article 563 of the 2015 Civil Code)

Subject of authorization contract

see more: Sample authorization letter to make red book, apply for a certificate of land use right

The subject matter of this contract is work that can be performed and is permitted to be performed. The authorized person performs the work within the authorized scope and content. In case the authorized person performs work beyond the authorized contents, he/she will have to pay compensation for damage caused by breach of obligation.

Rights and obligations of the authorized party

According to Articles 565 and 566 of the 2015 Civil Code, the rights and obligations of the authorized party include the following rights:

Request the authorizing party to provide necessary information, documents and means to perform the authorization work.

To be paid reasonable expenses that they have spent to perform the authorized work; receive remuneration, if the two parties agree.

Perform work as authorized and notify the authorizing party about the performance of such work.

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Notify the third party in the authorization relationship about the time limit, scope of authorization and the modification and supplementation of the scope of authorization.

Preserve and maintain documents and vehicles assigned to perform the authorization.

see more: The latest form of director authorization letter for deputy director, chief accountant 2022

Keep the information that you know confidential while performing the authorization.

Return to the authorizing party the property received and the benefits obtained during the performance of the authorization as agreed upon or prescribed by law.

Compensation for damage caused by breach of obligation

To request the authorizing party to provide necessary information, documents and means to perform the authorization work.

To be paid reasonable expenses that they have spent to perform the authorized work; remuneration, if so agreed.

Note: The authorized party can only re-authorize a third party when the following conditions are met:

The re-authorization must be agreed by the authorizing party or due to force majeure events, if the re-authorization is not applied, the purpose of establishing and performing civil transactions for the benefit of the principal cannot be realized. .

The re-authorization must not exceed the scope of the original authorization

The re-authorization contract has a form consistent with the original authorization form.

The re-mandator also has the same rights and obligations towards the re-authorizer as the re-authorizer has towards the principal.

see more: Latest form of personal power of attorney, corporate power of attorney in 2022

3. Does the authorized person have to sign the power of attorney?

Currently, the 2015 Civil Code only provides for “authorization contract” but not for “power of attorney”. However, it can be understood that the act of “power of attorney” is a unilateral legal act according to the provisions of Clause 2, Article 8 of the 2015 Civil Code.

Article 8. Grounds for establishing civil rights

Civil rights are established from the following bases: Unilateral legal action.

Thus, if the authorization is signed by both parties, it is called the “authorization contract” and the “power of attorney” only needs to be confirmed by the authorizing party to establish the rights of the authorized party. concluding the power of attorney as follows:
– The power of attorney is not valid and obliges the authorized party to perform the authorized work;

– After the Power of Attorney is made, but the authorized party fails to perform the tasks as committed, the authorizing party also has no right to request the authorization recipient to perform, including compensation for damage (if any). ).

In addition, according to Article 55 of the Law on Notarization 2014, the conclusion of an authorization contract requires the participation of both the authorizing party and the authorized party. The Power of Attorney does not need the participation of the authorized party because:

Power of attorney is a form of representation under authorization, unilaterally performed by the subject by legal acts, without the consent of the authorized person. In which, the authorizing person appoints an authorized person to perform work in his/her name within the scope of authorization;

– The nature of the Power of Attorney is a civil transaction (a contract or unilateral legal act that gives rise to, changes or terminates civil rights and obligations).

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see more: Term of power of attorney? Termination of power of attorney?

Accordingly, the Power of Attorney is a unilateral legal act of the authorizing party, not an agreement between the parties (Article 562). Civil Code No. 91/2015/QH13) so the authorized recipient does not need to sign the Power of Attorney.

4. Similarities and differences between power of attorney and authorization contract:

* SAME

Authorization form: All made in writing

Contents of authorization: Agreement of the parties.

Termination of authorization: The authorized party represents the authorizing party to establish and perform civil transactions. The parties may unilaterally terminate the authorization or as required by law.

* DIFFERENCE

Concept

Power of attorney is a form of authorized representation performed by the subject unilaterally by legal acts, in which the authorizer appoints an authorized person to represent him or her to perform one or more tasks within the scope of the authorization. as specified in the Power of Attorney.

see more: Authorization form for relatives to take children on airplanes

An authorization contract is an agreement between the parties, whereby the authorized party is obliged to perform work on behalf of the authorizing party. Article 562 of the 2015 Civil Code).

Legal basis

Power of attorney: Only recognized without any specific document.

Authorization contract: Civil Code 2015

Subject

Power of attorney: made and signed by the authorizer (or called unilateral authorization).

Authorization contract: made and signed by the principal and the authorized person.

Nature

see more: Does the power of attorney have to be notarized? Procedure for notarization of power of attorney?

Power of attorney: A unilateral legal act of the authorizing party and is widely applied in cases where superiors authorize subordinates to perform work through power of attorney.

Authorization contract: Is a contract, there is an agreement of will between the parties

Certification Authority

Power of attorney: Power of attorney is authenticated at the competent authorities: People’s Committees of communes, districts, diplomatic missions.

Authorized contract:

There are specific provisions in the Law on Notary 2014, Decree 23/2015/ND-CP

– The People’s Committee of the commune or ward has the authority to certify the authorization contract.

– Notary. Notary Office, Diplomatic Representative Office.

see more: Sample authorization letter to get the latest social insurance book in 2022

Reauthorization

Power of Attorney: The authorized person may not re-authorize, unless otherwise provided for by law.

Authorization contract: The authorized party can only re-authorize a third partyif agreed by the authorizing party or provided for by law.

Rights and obligations of the parties

Power of attorney: Power of attorney does not specify the rights and obligations of the parties.

Authorization contract: An authorization contract stipulates the rights and obligations of the parties.

Change authorization content

Power of attorney: The authenticated power of attorney can change the content of the authorization at any competent authority: People’s Committees of communes, districts, diplomatic missions

see more: Power of attorney must be notarized? Procedure for notarization of power of attorney?

Authorization contract: The notarized authorization contract only adjusts the authorization content at the notarized competent authority before.

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When is it done?

Authorization letter:

– When authorizing, the participation of the authorized party is not required (unilateral authorization)

– The making of a power of attorney does not require the consent of the authorized party and is not valid to force the authorized party to perform the tasks stated in the paper.

Authorized contract:

– When the authorization requires the participation of both the authorizing party and the authorized party.

– The making of an authorization contract requires the authorized party to agree and be required to perform the tasks stated in the contract, and at the same time, the authorized party can receive remuneration (according to the agreement). , if any)

see more: Form of power of attorney for child custody, authorization of custody, authorization of guardianship of children

Legal consequences

Authorization letter:

Power of attorney is a legal document in which the principal appoints an authorized person to represent him or her to perform one or more tasks within the scope specified in the power of attorney.

– The authorized party properly performs its rights and obligations stated in the Power of Attorney.

-If, after the Power of Attorney is made, the authorized party fails to perform the work as committed, the authorizing party also has no right to request the authorization recipient to perform, including compensation for damage, if any. .

Authorized contract:

An authorization contract is an agreement between the parties, whereby the authorized party is obliged to perform work on behalf of the authorizing party. Article 562 of the 2015 Civil Code).

– The authorized party must properly perform its rights and obligations in the authorization contract, if the performance exceeds the scope of authorization, the authorizing party is not responsible for the excess.

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-If, after the authorization contract is made, the authorized party fails to perform the work as committed, the authorizing party has the right to request the authorized party to perform and compensate for damage (if any).

Authorization period

Power of attorney: The authorization period is specified by the Mandator or by law

Authorization contract: The authorization period shall be agreed upon by the parties or prescribed by law; if there is no agreement and no provisions of law, the authorization contract shall be valid for one year from the date of establishment of the authorization. (Article 563 of the 2015 Civil Code)

Unilateral termination of authorization

Power of Attorney: After the Power of Attorney is made, but the authorized party does not perform the work, the authorizing party also has no right to request the authorization recipient to perform, including compensation for damage.

Authorization contract: The authorization contract clearly stipulates the obligations of the authorized party, and if there is damage, it must compensate if unilaterally terminate the authorization contract

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