Capital Contributing Members in Law Firms in Vietnam

(Draft Vietnamese Law on Lawyers 2026)

The introduction of capital contributing members in law firms in Vietnam under the draft Law on Lawyers 2026 is one of the most exceptional new contents in the new regulations of the draft amended law on lawyers announced on May 22, 2026. The most notable breakthrough is the proposal allowing the participation of capital contributing members in the model of limited liability law firms with two or more members for the first time.

This regulation marks a major turning point in state management thinking regarding the practice of law. Concurrently, it is a significant shift aimed at attracting financial resources to meet the demands of technology application and digital transformation in the new context. With the goal of accompanying our clients in grasping the legal framework early, Viet An Law conducts an in-depth analysis of the regulations on contributing capital to a law firm under the draft amended law on lawyers 2026 (expected to take effect from March 1, 2027), helping practicing organizations shape their future development strategies.

Summary of new points on capital contributing members in law firms (Draft 2026)

Context shaping the new legal framework

The amendment of the law on lawyers closely follows the orientations of the Central Resolutions (Resolution 27, Resolution 68, Resolution 57) on judicial reform and enhancing national competitiveness. The new mechanism is designed to achieve the following objectives:

• Solving the problem of financial resource shortages in traditional law practice organizations;
• Paving the way for corporate restructuring activities in the legal sector, creating a premise for law firms to raise investment capital for infrastructure, management software, and artificial intelligence technology;
• Repositioning the competitiveness of Vietnamese lawyers in international transactions, creating more favorable conditions when lawyers and investors cooperate through investment consulting activities and the development of the legal market.

Keypoint: Capital contributing member regulations under Article 19 of the draft amended Vietnamese Law on Lawyers 2026

The draft has reshaped the ownership structure of law practice organizations. The difference between the current regulations and the draft is clearly demonstrated through the following models:

However, this open mechanism comes with very strict barriers to protect professional independence. Pursuant to the provisions at Point b, Clause 1, Article 19 of the draft amended law on lawyers:

“A limited liability law firm with two or more members established by at least two lawyers may have capital contributing members in accordance with the regulations of the Government. Capital contributing members are not allowed to be the legal representative, are not allowed to provide legal services, and are not allowed to participate in the executive management activities of the company.”

The nature of this regulation does not lean towards the fully open alternative business structure model as in the United Kingdom, the United States, or Singapore, but is applied under the model of separating capital from professional rights. The investor provides finance in exchange for dividends, but is absolutely excluded from the following rights:

• Professional decisions: Not allowed to provide legal services;
• Governance rights: Not allowed to participate in the executive management activities of the company;
• Legal representative status: Not allowed to be the legal representative.

This requires that the future process of company formation for a law firm or the conversion of enterprise types must design an extremely strict charter to avoid the risk of violating management principles.

Limitation of rights of capital contributing members in law firms

Legal gray areas lacking guidance from government decrees

Although the regulation on capital contribution in law firms within the draft amended law on lawyers 2026 has created a clear orientation, many implementation factors remain pending. According to Clause 3, Article 35 of the Draft, the Government will detail Article 19, meaning this mechanism cannot be applied immediately even when the law takes effect. Issues that need to be clarified include:

• The capital ownership ratio ceiling of non-professional investors has not been determined, directly affecting the voting rights on the financial issues of the company;
• The investor status (individual or organization, Vietnamese nationality or foreign-invested capital) needs to be clarified, especially regarding investment consulting operations for angel investors or investment funds. The participation of foreign investors in law practice remains a major question mark, as the current mechanism (Article 24 of the Draft) regulates the operations of foreign law practice organizations under a completely separate legal route;
• The conditions for contributing capital to a law firm have not been stipulated in the draft amended law on lawyers.

Joint legal institutions supporting capital mobilization of multiple-member limited liability law firms in Vietnam

To create synchronicity for the emergence of investors in law practice, the Draft supplements and adjusts a series of rights and obligations related to practice organizations:

• Investment autonomy rights: Clause 1, Article 22 of the Draft grants the right to carry out investment activities, sign business cooperation contracts, and use other forms to invest in facilities, apply technology, digitally transform, train, and develop human resources serving the operations of the law practice organization, aiming to allow law firms to access capital to enhance financial capacity;
• New professional identification: For the first time, the concepts of “legal opinion” (Article 2.7) and “legal due diligence” (Article 2.8) are legislated, consolidating the legal basis for cutting-edge corporate advisory service segments such as legal opinions and due diligence;
• Innovation of management agencies: The authority to issue and revoke legal documents pivots from the Ministry/Department of Justice to the specialized management Ministry/Department (Article 11.5, Article 20.5), reflecting the mindset of corporate restructuring for the state management apparatus;
• Piloting the public lawyer institution: The concept of “public lawyer”” emerges by allowing cadres, civil servants, and public employees to join the Bar Association under the pilot Resolution 24/2026/QH16 (Article 35.2).

Strategic recommendations for law practice organizations in Vietnam

From a practical perspective, anticipating the new legal framework requires units to prepare thoroughly regarding internal structure:

• Limited liability law firms with two or more members need to proactively review and draft amendments to the company charter, clearly demarcating the financial mechanisms and powers of capital contributing members to be ready for corporate restructuring immediately when the Draft is passed and the guiding decree is promulgated;
• The activities of company formation for partnership law firms should be carefully considered if the medium-term orientation of the founding lawyers is to call for external investment capital, because this model does not accept capital contributing members;
• Caution should be exercised in signing memorandums of understanding or promising capital contribution ratios with foreign investors at this time until the conditions for capital contribution and market access for foreign investors are guided by the Government;
• Note the transitional timeline: The draft does not have a separate transitional clause for admitting capital contributing members. This mechanism can only operate after a decree is issued and will not automatically apply from March 1, 2027. Old apprenticeship examination results can be used until January 1, 2030 (Article 36.2).

Frequently asked questions regarding capital contribution in law firms

Are capital contributing members required to be lawyers?

The current draft does not compel capital contributing members to hold a Lawyer Practicing Certificate. However, the specific conditions regarding the background and legal status of investors in law practice will be detailed in a Government decree in the near future.

Can a partnership law firm raise capital from external members?

No. According to Clause 1, Article 19 of the Draft, a partnership law firm does not have capital contributing members. The acceptance of pure investment capital flows is only open to the limited liability law firm model with two or more members.

When will the regulations on capital contributing members be officially applied?

If passed, the draft amended law on lawyers is expected to take effect from March 1, 2027. However, for the regulation on capital contributing members to be put into practice, law firms are compelled to wait for a detailed guiding decree from the Government before they can perform the relevant business registration procedures.

Corporate legal services at Viet An Law

As a professional law practice organization, Viet An Law provides comprehensive legal solutions, accompanying the development of clients:

• Consulting on ownership structure, drafting charters and shareholder/member agreements to ensure compliance and prevent conflicts of interest;
• Conducting legal due diligence and providing legal opinions for mergers and acquisitions deals and business cooperation;
• Representing to perform licensing procedures, changing operation registration contents for organizations and enterprises at competent state agencies;
• Continuously updating policy fluctuations, designing optimal legal scenarios to protect the rights of investors and executive managers.

For detailed investment consulting on the conversion roadmap and related legal regulations, such as the upcoming capital contributing members in law firms in Vietnam (Draft Vietnamese Law on Lawyers 2026), clients are welcome to contact Viet An Law directly.