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Establish branch of a foreign law firm in Vietnam

Currently, due to the growing need for legal advice as well as legal service support, many types of law firms have been established. Besides the activities of domestic law firms, many branches of foreign law firms are established and operating in Vietnam. Recently, Viet An Law will analyze the legal regime to establish branch of a foreign law firm in Vietnam.

branch company

Legal basis

  • Law on Lawyers 2006, as amended and supplemented in 2012 and 2015;
  • Decree 123/2013/ND-CP details several articles and measures to implement the Law on Lawyers, as amended and supplemented by Decree No. 137/2018/ND-CP.

What is a branch of a foreign law firm in Vietnam?

Organizations practicing law in Vietnam include law firms and law offices. According to Article 69 of the Law on Lawyers, a foreign law firm branch in Vietnam is one of the practice forms of a foreign law practice organization. Accordingly, a foreign law firm’s branch in Vietnam is a dependent unit of the foreign law firm. The branch may perform tasks authorized by a foreign law firm in Vietnam following the practice field stated in the License to establish a foreign law firm in Vietnam.

Characteristic

Regarding the location of branch

Foreign law firms in Vietnam are allowed to establish branches inside and outside the province or centrally run city where they register to operate.

Regarding the name

The name of the branch must include the phrase “Branch”, the name of the foreign law-practicing organization, and the name of the province where the branch is permitted to be located.

Regarding scope of practice

  • Branches of foreign law firms practicing in Vietnam are allowed to provide legal advice and other legal services.
  • They are not allowed to appoint foreign lawyers and Vietnamese lawyers in their practice organizations to participate in proceedings as representatives, advocators, or people protecting the legitimate rights and interests of involved parties in litigation. Vietnam or perform notarization services under Vietnamese law, and may appoint Vietnamese lawyers in their practice organizations to advise on Vietnamese law.

Thus, it can be seen that the scope of operations of foreign branches is narrower than that of domestic law firms and is mainly related to the field of legal consulting.

It should be noted that according to Article 31 of Decree 123/2013/ND-CP, amended and supplemented by Decree No. 137/2018/ND-CP, branches of foreign law firms in Vietnam are not allowed to:

  • Legalize copies and translations of documents issued by Vietnamese state agencies and organizations;
  • Carry out procedures for adoption, marriage, civil status, and Vietnamese nationality;
  • Provide notary public services, bailiffs and other legal services that, according to Vietnamese law, are only available to Vietnamese law firms, Vietnamese notary practicing organizations, and Vietnamese bailiff practicing.

Regarding the responsibility regime

Foreign law firms and their branches are responsible for the branch’s operations before Vietnamese law, especially the provisions of the Law on Lawyers and the Law on Enterprises.

Regarding personnel

  • The foreign law firm commits and guarantees to have at least two (02) foreign lawyers, including one lawyer to be the head of the
  • The branch head manages and directs the branch’s operations in Vietnam, and is also the authorized representative of the foreign lawyer’s organization.
  • The branch head can be a Vietnamese lawyer and must have at least two years of continuous law practice.

Regarding rights and obligations

Branches of foreign law firms have rights and obligations as prescribed in Article 73 of the Law on Lawyers.

Apply for a License to establish a foreign law branch in Vietnam

To operate and practice lawfully, it is necessary to carry out procedures to apply for a License to establish a branch of a foreign law firm in Vietnam and then register its operations according to regulations. According to the provisions of Section 3, Chapter VI of the Law on Lawyers and instructions in Decree 123/2013/ND-CP, amended and supplemented by Decree No. 137/2018/ND-CP, procedures for applying for an establishment license include:

Dossier for application

Branch establishment documents include:

  • Application for establishment of the branch;
  • Copies of documents proving the legal establishment of a foreign law-practicing organization issued by a competent foreign agency or organization;
  • An introduction to the activities of the foreign law-practicing organization;
  • List of foreign lawyers expected to work at the branch;
  • Decided to appoint a lawyer as Branch Head.
  • Power of Attorney for Viet An Law to conduct the procedure.

Note, the application to establish a branch of a foreign law firm has the following main contents:

  • Name, nationality, and head office address of the foreign law firm;
  • Name of the branch;
  • Branch’s area of practice;
  • Operating term of the branch;
  • The branch’s headquarters;
  • Full name of the lawyer appointed by the foreign law firm to be the Head of the branch, accompanied by documents proving that the lawyer appointed by the foreign law firm to be the Head of the Branch has had at least 02 consecutive years of practicing law;
  • Commitment of the foreign law firm 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.
  • Expected operating plan of the branch in Vietnam.

Authorization

The Ministry of Justice is the competent authority to grant licenses to establish branches of foreign law firms in Vietnam.

The order of execution

Step 1: Submit application

The foreign law firm sends 01 set of documents to establish a branch to the Ministry of Justice.

Step 2: Processing documents

Within sixty (60) days from the date of receipt of complete documents and fees, the Ministry of Justice shall consider granting a License to establish a branch of a foreign law firm; In case of refusal, written notification must be made.

The license to establish a foreign law firm branch takes effect from the date of signing.

Register foreign law firm branch operations

After being granted the Establishment License, to operate legally, it is necessary to carry out procedures to register the branch’s operation. Specifically:

Operation registration documents

  • Copy of License to establish a branch of a foreign law firm;
  • Documents proving the headquarters.

Authorization

The Department of Justice in the locality where the headquarters is located is the competent agency to issue the Operation Registration Certificate.

The order of execution

Step 1: Submit application.

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

Step 2: Processing documents.

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 foreign law firm branch.

Branches of foreign law firms may operate from the date of issuance of the Operation Registration Certificate.

Some note

  • The application to establish a branch of a foreign law firm must be made in Vietnamese. Documents accompanying the application, if in a foreign language, must be translated into Vietnamese and the translation must be notarized and certified according to the provisions of Vietnamese law.
  • Documents issued by foreign agencies or organizations or notarized or certified abroad must be consular legalized under Vietnamese law, except for exemption cases according to International Treatiesof which Vietnam is a member.
  • In case of a change in branch name, branch head, field of practice, or relocation of headquarters, the foreign law firm branch must apply to the Ministry of Justice and can only change with approval from the Ministry of
  • Foreign lawyers practicing in Vietnam must apply for a Law Practice License in Vietnam to the Ministry of Justice. Foreign lawyers practicing in Vietnam can work as members of a branch or work under contract for the branch.

Services to establish branch of a foreign law firm in Vietnam of Viet An Law

  • Legal advice on conditions, documents, procedures, Establishment license, Operation registration license of foreign law firm branches in Vietnam;
  • Draft documents, records, and papers for customers as requested;
  • Representing clients, conducting procedures at competent state agencies, and responding to feedback;
  • Regular legal advice for the branch after it is established and operating.

Clients have related questions or need legal support to establish branch of a foreign law firm in Vietnam, please contact Viet An Law for the best support.

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