Civil Code Implications

Impact of Civil Code

A civil code is a systematic collection of laws designed to comprehensively deal with the core areas of private law.

  1. What is the Civil Code?

The Civil Code is the fundamental law governing legal relations for civil matters in Cambodia. The Civil Code sets out the general principles governing legal relations in civil (as opposed to criminal or administrative matters), including matters such as property rights, legal existence, contracts, torts, family, succession and inheritance.

The Civil Code has repealed all or part of a number of other important laws, including most of the Law on Marriage and Family, most of the Law on Contracts and part of the Land Law.

The Civil Code must also be read in conjunction with the Law on the Implementation of the Civil Code, which amended many of the Civil Code’s provisions.

  1. When did the Civil Code become effective?

The Civil Code became legally effective on 21 December 2011.

  1. What areas does the Civil Code cover?

The Civil Code is divided into nine books, including General Rules, Juristic Persons, Rights, Obligations, Contracts and Torts, Security, Relatives and Succession.

  1. What are the new forms of juristic persons in the Civil Code and how do they impact on foreigners?

The Code provides for new forms of “juristic persons”, including incorporated associations and incorporated foundations (not for profits), however the implementing regulations for these new forms of incorporation are not yet in force.

The new forms of juristic persons do not provide any new rights for foreigners. The Code includes provisions defining ‘permanent residence’ and ‘domicile’ of juristic persons.

  1. How has the Civil Code affected the 2001 Land Law?

The Civil Code repealed and replaced extensive parts of the 2001 Land Law.

The Code defines and distinguishes immovable and movable property and establishes “real rights” in relation to such property, including rights of ownership, possession, usufruct, lease and servitude (easements). Note that most rights over immovable property require registration before they can be asserted against third parties.

  1. How has the Civil Code affected contract law in Cambodia?

The Civil Code repealed most of the old law on Contracts. The forms of contract covered in the Civil Code include sale, exchange, gift, loans for consumption or use, leases, mandates (the grant of power to administer business on behalf of another), deposits (bailment), partnerships and life annuities. The Civil Code also covers other obligations such as torts and unjust enrichment.

The Civil Code also covers all the modern aspects of contract law including contract formation, invalidity and rescission of contracts, agency, performance and remedies for breach of contract including specific performance, damages and termination. There are also special provisions governing prescription/limitation of actions and assignment, subrogation, set-off, release, novation and merger of claims and obligations.

  1. Does the Civil Code deal with Secured Transactions?

Yes, the Civil Code operates in addition to the Law on Secured Transactions, establishing five types of security rights, including rights of retention, statutory liens, hypothecs (mortgages), transfers of title for security and guarantees.

  1. Does the Civil Code deal with family law and succession?

Yes, the Civil Code deals with engagement, marriage, matrimonial property, divorce, relations between parents and children, adoption, parental power and guardianship. The Civil Code also deals with matters of Succession, including the making of valid Wills, inheritance and succession pursuant to Will and under the rules of intestacy. The Succession provisions are complex and include provisions relating to protected heirs (“legally secured portions”) that can override the provisions in a deceased’s Will.

 

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