Set up a law firm in Vietnam

Legal bases

• Lawyers Law 2006;
• The Law on Lawyers 2012 amends and supplements a number of articles of the Law on Lawyers 2006;
• Decree 123/2013/ND-CP stipulates a number of articles and measures to implement the Law on Lawyers;
• Decision 1319/QD-BTP promulgating regulations on management of scientific tasks of the Ministry of Justice;
• WTO commitments.

What is a law firm?

A law firm is a  form of legal practice organization (together with the Law Office), is a company operating in the field of Law / Legal and is licensed by the Department of Justice where the Bar Association of which the Director or Owner of the Law Firm is a member.

Conditions to set up a law firm in Vietnam

Conditions for type of law firm

A law firm is a company operating in the field of practicing law.

According to the provisions of the Law on Lawyers, law firms include partnership law firms and limited liability law firms.

Partnership Law Firm

• Founded by at least two lawyers.
• There are no capital contributors.

Limited Liability Law Firm

• This includes a limited liability law firm with two or more members and a one-member limited liability law firm.
• For limited liability law firms with two or more members set up by at least two lawyers.
• For a one-member limited liability law firm set up and owned by a lawyer.

Conditions for law firm membership

• Members of the law firm must be lawyers.
• Lawyers setting up or participating in the establishment of a law practice organization must have at least two years of continuous practice working under labor contracts for lawyer practicing organizations or practicing as individuals under labor contracts for agencies or organizations in accordance with the Law on Lawyers;
• A lawyer may only set up or participate in the establishment of an organization that practices law. In case lawyers from different Bar Associations participate in the establishment of a law firm, they may choose to set up and register their operations in the locality where the Bar Association of which one of those lawyers is a member.
• Members of partnership law firms, limited liability law firms with two or more members agree to appoint one member as a company director.
• A lawyer who is the owner of a one-member limited liability law firm is a company director.
• Within thirty days from the date of issuance of the operation registration certificate, lawyers who set up or participate in the establishment of a lawyer practice organization that is not a member of the bar association where the law practice organization is located must transfer to join the bar association where the law practice organization is located or a branch of the lawyer practice organization according to stipulated in Article 20 of the Law on Lawyers.

Note: Decision 1319/QD-BTP has abolished the condition of having at least 02 years of continuous practice working under a labor contract for a lawyer practicing organization or practicing as an individual under a labor contract for an agency or organization in accordance with the Law on Lawyers. However, the Law on Lawyers is still in effect, so the regulations on membership of law firms remain the same.

Conditions for working office

The law firm must have its headquarters. The working office of the company must meet the following conditions:

• The head office of the enterprise is located in the territory of Vietnam, is the contact address of the enterprise and is determined according to the boundaries of administrative units; have a phone number, fax number and email (if applicable).
• The company’s headquarters are not allowed to use apartments or collective areas except in cases where apartments or collective areas are built for office leasing purposes.

Conditions on law firm name

• The name of the partnership law firm, the limited liability law firm with two or more members chosen by the agreement members, the name of the one-member limited liability law firm chosen by the owner.
• Comply with the provisions of the Enterprise Law but must include the phrase “partnership law firm” or “limited liability law firm”.
• The name of the law firm must not coincide or cause confusion with the name of another law practice organization that has been registered for operation, must not use words and symbols that violate the historical, cultural, moral and fine traditions and customs of the nation.

Capital conditions of law firms

• Charter capital is the total value of assets contributed or committed by company members and company owners when setting up a limited liability law firm or partnership law firm.
• The law does not provide for capital when setting up a law firm. That means law firm members have full discretion over the company’s capital.

Procedures for setting up a law firm in Vietnam

Step 1: Drafting a law firm establishment dossier

• Viet An Law advises on conditions, processes and legal procedures related to each content of establishment registration for the company to prepare.
• If you use the services of Viet An Law, our lawyers will assist in drafting a transfer document to sign for us to take the next steps.
• If the customer submits the application by himself, he shall prepare the establishment registration dossier for submission at the Department of Justice.

Step 2: Submit the application to establish a law firm

• The competent authority to receive and settle requests for establishment of a law firm is at the Department of Justice in the locality where there is a bar association of which the head of the law office or the director of the law firm is a member.
• Law firms jointly established by lawyers from different bar associations shall register their operations at the Department of Justice in the locality where the company’s headquarters are located.

Step 3: Receive dossiers and publish business information

• Within 10 working days after receiving a complete dossier, the Department of Justice shall issue an operation registration certificate to the law practicing organization.
• Within 07 working days from the date of issuance of the operation registration certificate or change the operation registration contents of a lawyer-practicing organization, the Department of Justice must notify in writing the tax office, statistics agency or other competent state agency, People’s Committees of districts, provincial towns and cities, People’s Committees of communes, wards and townships and the Bar Association where the lawyer practice organization is located.
• In case of refusal, a written notice clearly stating the reasons therefor must be given, and the person who is refused to grant the operation registration certificate shall have the right to lodge a complaint in accordance with the provisions of law.

Step 4: Procedures to follow after setting up a law firm

• The law practice organization may operate from the date of issuance of the operation registration certificate.
• Within seven working days from the date of issuance of the operation registration certificate, the head of the lawyer’s office or the director of the law firm must notify in writing together with a copy of the operation registration certificate to the bar association of which he is a member.
• Engraving the seal, publicizing the seal sample;
• Announce company information on the portal;
• Issuance of value-added invoices, purchase of invoices from tax administrations;
• Initial tax payment, full tax declaration;
• Make digital signatures for electronic tax payment;
• Notice of application of tax payment method;
• Open a bank account of the enterprise and notify the account number to the State agency;
• Hang signs at the company.

Disclosure of contents of operation registration of law firms

Within thirty days from the date of issuance of the operation registration certificate, the law practicing organization shall publish the daily newspaper of the Central or local government of the locality where its operation is registered or the specialized law newspaper in three consecutive issues on the following main contents:

• Name of the organization practicing law;
• Address of the head office of the law practice organization, branches, transaction offices;
• Practice area;
• Full name, address, number of the lawyer’s law practice certificate as the Head of the Law Office, the Director of the law firm and other founding members;
• Number of the operation registration certificate, place of operation registration, date, month and year of issuance of the operation registration certificate.

Dossier of registration for establishment of a law firm in Vietnam

A dossier of operation registration of a law practice organization includes:

• An application for operation registration in a uniform form;
• Draft Charter of the law firm;
• A copy of the Certificate of Legal Practice, a copy of the Lawyer’s Card of a lawyer who establishes a law office, establishes or participates in the establishment of a law firm;
• Documents proving the headquarters of the law practice organization.

Application for operation registration

An application for operation registration of a lawyer practicing organization includes the following principal contents:

• Name of law office, law firm;
• Head office address;
• Full name and permanent address of the head lawyer or owner lawyer (for one-member limited liability law firms) or member lawyers (for limited liability law firms with two or more members and partnerships);
• Full name, number and date of issuance of the Lawyer’s Card of the legal representative;
• Field of practice.

Law Firm Charter

The law firm’s charter includes the following main contents:

• Name and address of the head office;
• Type of law firm;
• Practice area;
• Full name and permanent address of the owner’s lawyer (for one-member limited liability law firms) or member lawyers (for two-member or more limited liability law firms and partnership law firms);
• Rights and obligations of owner attorneys or member attorneys;
• Conditions and procedures for joining or withdrawing from the list of member lawyers (for limited liability law firms with two or more members and partnership law firms);
• Organizational structure, management and administration;
• Mode of adoption of decisions and resolutions; principles of internal dispute resolution;
• Principles of profit sharing and responsibilities of member lawyers for the company’s obligations (for limited liability law firms with two or more members and partnership law firms);
• Cases of suspension, termination of operation and procedures for asset liquidation;
• Procedures for amending and supplementing the law firm’s charter.
• The law firm’s charter must be signed by the owner’s lawyer or all member lawyers.

Conditions for accessing the Vietnamese market for practitioners of foreign law practicing organizations

Practice conditions: Foreign law practicing organizations that have been established and are practicing law lawfully abroad, respecting the Constitution and laws of the Socialist Republic of Vietnam, are allowed to practice in Vietnam

Practice form:

– Branches of foreign law practice organizations (branches);

– One hundred percent foreign-owned limited liability law firm, a limited liability law firm in the form of a joint venture

The commercial presence of a foreign bar organization is allowed to provide Vietnamese law advice if the consultant has graduated from Vietnam Law University and meets the requirements applicable to similarly practicing Vietnamese lawyers.