Establishment of foreign-invested law enterprises in Vietnam

Along with Vietnam’s strong economic growth and deeper integration into the global economy, legal services play a significant role in helping enterprises carry out the commercial activities. Vietnamese market is not only a exclusive playground for Vietnamese enterprises but also has the participation of foreign enterprises, including legal services field. Do the conditions and procedures for establishing foreign-invested law enterprises different from establishing a regular one? Wishing to best support the legal corridor, procedures as well as provide legal services for foreign investors to establish foreign-invested law enterprises in Vietnam, Viet An Law Firm guides in details the procedures for setting up foreign-invested law enterprises as follows:

Relevant law

• WTO, FTAs, AFAS;
• Law on Lawyers 2006, amended, supplemented in 2012;
• Law on Investment 2006 and related documents;
• Law on Enterprises 2014 and related documents.

Investment conditions of foreign investors in legal services

Foreign investors

Foreign lawyers organizations have been established and lawfully practicing law in foreign countries.

Investment forms (Commercial presences)

Foreign lawyers organizations are permitted to provide legal services in Vietnam in the following forms:

• Branches of foreign lawyers organizations (hereinafter called branches);
• Subsidiaries of foreign lawyers organizations;
• Foreign law firms;
• Partnerships between foreign lawyers organizations and Vietnam’s law partnerships.

Scope of professional practice

Commercial presences of foreign lawyers organizations are permitted to provide legal services such as legal consultancy, drafting contracts and documents, or authorized representation to perform law-related work at the request of individuals, organizations, etc. However, commercial presences of foreign lawyers organizations are not allowed to participate in legal proceedings in the capacity of defenders or representatives of their clients before the courts of Viet Nam; or legal documentation and certification services of the laws of Viet Nam.

Vietnamese lawyers of commercial presences of foreign lawyers organizations are allowed to provide Vietnamese law consultancy. Foreign lawyers are allowed to provide foreign and international law consultancy, other legal services related to foreign law, and are only permitted to make consultations on Vietnamese laws if the consulting lawyers have graduated from a Vietnamese law college and satisfy requirements applied to like Vietnamese law practitioners.

Personnel

Vietnamese law requires foreign lawyers organizations to commit and ensure that least two foreign lawyers, including the chief of branch, the director of the foreign law firm who is present and practicing in Vietnam at least 183 days in consecutive 12 months.

The chief of branch, the director of the foreign law firm could be a foreign lawyer or a Vietnamese lawyer, but must have at least two consecutive years of experience in law practicing. Besides, the chief of a branch shall manage and administer the branch’s operations in Vietnam and, at the same time, be an authorized representative of the foreign lawyers organization.

In addition, to practice in Vietnam, foreign lawyers must meet the following conditions: (1) Having a valid lawyer practicing certificate issued by a foreign competent agency or organization; (2) Experienced in giving advices on foreign law and international law; (3) Committed to comply with the Constitution and law of the Socialist Republic of Vietnam, the Code of ethics and professional manners of Vietnamese lawyers.

Procedures for setting up branches and foreign law firms in Vietnam

Step 1: Apply for Grant of permits for setting up of branches or foreign law firms

Dossier for setting up a branch comprises:

• An application for setting up a branch;
• A copy of the paper proving the lawful establishment of the foreign law-practicing organization, issued by a foreign competent agency or organization;
• A written introduction of the operations of the foreign law-practicing organization;
• A list of foreign lawyers expected to work at the branch;
• A decision on nomination of a lawyer to be the chief of the branch.

A dossier for setting up a foreign law firm comprises:

• An application for setting up a foreign law firm;
• A copy of the paper proving the lawful establishment of the foreign law-practicing organization, issued by a foreign competent agency or organization; a copy of the operation registration certificate of the Vietnamese law-practicing organization, for a joint venture;
• A written introduction of the operations of the foreign law-practicing organization; a written introduction of the operations of the Vietnamese law-practicing organization, for a joint venture;
• A list of foreign lawyers expected to work at the firm; a list of Vietnamese lawyers expected to work at the firm, enclosed with copies of their law practice certificates and lawyer’s cards;
• A draft charter of the foreign law firm; the joint-venture contract, for a joint venture.

Dossier processing time:

Within 60 days after receiving a complete dossier and a fee, the Ministry of Justice shall consider and grant a permit for setting up a branch or foreign law firm; in case of refusal, it shall notify it in writing to the applicant.

Authority to grant permits: Ministry of Justice

Step 2: Registrate operations of branches and foreign law firms

Within 60 days after being granted establishment permits, branches or foreign law firms shall register their operations at provincial/municipal Justice Services of the localities where they are headquartered.

An operation registration dossier comprises:

• A copy of the permit for establishment of a branch or foreign law firm;
• A paper proving its head-office.

Dossier processing time:

Within 10 working days after receiving a complete dossier, the provincial/municipal Justice Service shall grant an operation registration paper to the concerned branch or foreign law firm.

Step 3: Make legal seal

Enterprises may authorize Viet An Law Firm or on your own to engrave seal and apply for a seal specimen certificate at the Ministry of Public Security.

Service of Establishment of foreign-invested law enterprises in Vietnam of Viet An Law Firm:

• Consulting on conditions for establishment of branches and foreign law firms for investors;
• Consulting on selecting the suitable type of company for investors: Company or branch, head office address, capital, scope of practice, opening capital transfer account, time of capital contribution;
• Consulting and guiding investors to prepare necessary documents, drafting documents to set up branches and foreign law firms for investors;
• Authorized representative on behalf of investors to work with Vietnamese competent agencies in the process of carrying out procedures for establishing branches and foreign law firms for investors;
• Consulting on procedures after establishing a company: hire foreign lawyers, Vietnamese lawyers, tax, accounting…