Branch establishment license of a foreign law firm in Vietnam

The world is becoming more and more open, with the connection and dependence between countries increasing. Many foreign companies want to expand their market and establish branches in Vietnam, including foreign law firms. To establish a branch, a foreign law firm must be granted a Branch Establishment License following Vietnamese law. To support clients, Viet An Law Firm would like to present the following article on the Branch Establishment License of a foreign law firm in Vietnam.

Legal basis

• Law on Enterprise 2020;
• Law on Lawyers 2006, as amended and supplemented in 2012.

Branch of the foreign law firm in Vietnam

Pursuant to Article 44 of the Law on Enterprises, a branch is a dependent unit of an enterprise, responsible for performing all or part of the functions of the enterprise, including the function of authorized representation. The branch’s business line must be consistent with the enterprise’s business line.

Thus, it can be understood that the branch of a foreign law firm in Vietnam is a dependent unit of the foreign law firm in Vietnam. The branch may be authorized by a foreign law firm in Vietnam as the practice field stated in the License to establish a foreign law firm in Vietnam.

From the above definition and based on Article 81 of the Law on Lawyers, branches of foreign law firms in Vietnam have some of the following characteristics:

• Foreign law firms are allowed to establish branches inside and outside the province or centrally run city where they register to operate.
• The branch in Vietnam is a dependent unit of a foreign law firm. The branch may perform tasks authorized by a foreign law firm in Vietnam under the practice field stated in the Establishment License in Vietnam.
• Foreign law firms in Vietnam must be responsible for the operations of their branches.

License to establish a branch of a foreign law firm in Vietnam

• Establishing a branch is a method often chosen by businesses to expand their markets and develop their business, as stipulated in Vietnam’s WTO market access. When a foreign law firm wants to expand its market to Vietnam, it is required to have a License to establish a branch of the foreign law firm issued by a competent authority.
• A license to establish a branch of a foreign law firm is understood as a certificate issued by a State agency to a foreign law firm when they need to expand their business location beyond the enterprise’s headquarters to Vietnam.
• This regulation is intended to help management agencies easily manage the operations of company branches, and simultaneously build the branch’s reputation with clients, creating a sense of trust when clients choose our branch’s services.

Documents for establishing a branch of a foreign law firm in Vietnam

Foreign law firms in Vietnam must submit branch establishment documents to the Ministry of Justice. Documents to establish a branch of a foreign law firm in Vietnam are all documents required to establish a branch of a foreign law firm. Pursuant to Article 81 of the Law on Lawyers, documents to establish a branch of a foreign law firm in Vietnam include:

• Application to establish a branch with information about:
• Name, nationality, and head office address of the foreign law-practicing organization;
• Name and field of practice of the branch;
• Operating term of the branch;
• Where the branch’s headquarters is located;
• Full name of the lawyer appointed by a foreign law-practicing organization as head of the branch, accompanied by documents proving that the lawyer has been appointed branch head by a foreign law-practicing organization for at least 02 consecutive years practicing law;
• Commitment of the foreign law-practicing organization to have at least 02 foreign lawyers, including the branch head, present and practicing in Vietnam. Each foreign lawyer must have practiced in Vietnam for 183 days or more in a continuous period of 12 months. In case a foreign law-practicing organization establishes multiple branches in Vietnam, the total number of foreign lawyers present and practicing in Vietnam will also comply with the provisions of this Clause;
• Expected operating plan of the branch in Vietnam.
• Copy of License to establish a foreign law firm;
• Power of Attorney for a lawyer to act as head of the branch;
• Copy of the practicing license of the lawyer authorized to act as head of the branch;
• Documents proving the branch’s headquarters.
• Power of attorney for organizations and individuals to carry out procedures.

Within thirty (30) days from the date of receipt of complete documents and fees, the Ministry of Justice shall consider granting a branch establishment license; In case of refusal, written notification must be made.

Note: Within ten (10) working days from the date of receiving the Branch Establishment License, the foreign law firm must register the branch’s operations at the Department of Justice of the locality where the branch’s headquarters is located.

Some related questions

How is the branch name determined?

Pursuant to Article 40 of the Enterprise Law, branch naming must comply with the following specific regulations:

• Branch names must be written with letters in the Vietnamese alphabet, letters F, J, Z, W, numbers, and symbols.
• The branch name must include the business name followed by the phrase “Branch”.
• The branch name must be written or attached at the branch headquarters, representative offices, and business locations. The branch name is printed or written in smaller font size than the Vietnamese name of the enterprise on transaction papers, documents, and publications issued by the branch and representative office.

How is the operation registration of a branch of a foreign law firm in Vietnam regulated?

Within sixty (60) days from the date of issuance of the Branch Establishment License, foreign law firms must register their operations at the Department of Justice in the locality where they are headquartered.

Pursuant to Article 79 of the Law on Lawyers, the registration of operations of foreign law firm branches in Vietnam is specifically regulated as follows:

• Operation registration documents include:
• Copy of Branch Establishment License;
• Documents proving the headquarters.
• Within ten (10) working days from the date of receipt of complete documents, the Department of Justice shall issue an operation registration certificate to the branch.
• Branches and foreign law firms may operate from the date of issuance of the Operation Registration Certificate.

Services for branch establishment license of a foreign law firm in Vietnam of Viet An Law

• Advice on conditions, procedures, and documents for granting licenses to establish branches of foreign law firms;
• Consulting and discussing with clients about the scope of operations of branches of foreign law firms in Vietnam;
• Drafting documents and representing to issue the license to establish a branch of a foreign law firm;
• Regularly advise clients after establishment.

Clients who need advice on the branch establishment license of a foreign law firm in Vietnam, please contact Viet An Law Firm for the best support.