Guidance on transformation of a foreign law firm into a Vietnamese law firm

Guidance on transformation of a foreign law firm into a Vietnamese law firm (Internet image)

Article 35 of Decree 123/2013/ND-CP provides guidance on transformation of a foreign law firm into a Vietnamese law firm as follows:

- A 100% foreign-owned limited liability law firm, a limited liability law firm in the form of a joint venture, and a partnership law firm between a foreign legal practicing organization and a Vietnamese partnership law firm (hereinafter collectively referred to as a foreign law firm) can be converted into a Vietnamese law firm based on inheriting all rights and obligations of the foreign law firm.

The name of the converted Vietnamese law firm must comply with the provisions of Clause 5, Article 34 of Law on Lawyers 2006 and must not be the same as the name of the foreign law firm that was converted.

- The application for converting a foreign law firm is submitted to the Ministry of Justice. The application dossier includes:

• The request for conversion of the foreign law firm;

• A conversion agreement between the foreign law firm and the Vietnamese party, clearly stating the commitment of the Vietnamese party to inherit all rights and obligations of the converted foreign law firm;

• The draft charter of the Vietnamese law firm;

• A list of members or the owner lawyer of the Vietnamese law firm; a copy of the lawyer's card of the owner lawyer or the member lawyers of the Vietnamese law firm;

• The establishment license of the converted foreign law firm.

- Within 30 days from the date of receipt of a complete dossier, the Ministry of Justice will issue a written approval for the conversion; if refused, a written notification with clear reasons must be provided.

- Within 15 days from the date of receiving the Ministry of Justice's approval, the converted Vietnamese law firm must complete the registration procedure for the conversion at the Department of Justice of the province or centrally-run city where the foreign law firm registered its operations.

The application dossier for the registration of the Vietnamese law firm's operations includes:

• The request for conversion;

• The written approval from the Ministry of Justice;

• The draft charter of the Vietnamese law firm.

Within 07 working days from the date of receipt of a complete dossier, the Department of Justice will issue an Operations Registration Certificate for the converted Vietnamese law firm.

- The foreign law firm will cease operations from the date the converted Vietnamese law firm is issued the Operations Registration Certificate.

- The procedure for announcing the registration content of the converted Vietnamese law firm is carried out in accordance with Article 38 of Law on Lawyers 2006.

2. Guidance on transformation of a branch of a foreign law-practicing organization into a 100% foreign-owned limited liability law firm in Vietnam

Article 34 of Decree 123/2013/ND-CP provides guidance on transformation of a branch of a foreign law-practicing organization into a 100% foreign-owned limited liability law firm in Vietnam as follows:

- A branch of a foreign law-practicing organization in Vietnam can be converted into a 100% foreign-owned limited liability law firm in Vietnam based on inheriting all rights and obligations of the previous branch.

The application dossier for converting the branch of the foreign law-practicing organization in Vietnam into a 100% foreign-owned limited liability law firm in Vietnam is submitted to the Ministry of Justice. The application dossier includes:

• The request for conversion from the foreign law-practicing organization, clearly stating the commitment of the foreign law-practicing organization to inherit all rights and obligations of the branches being converted;

• The draft charter of the 100% foreign-owned limited liability law firm;

• A copy of the establishment license and the operations registration certificate of the branches being converted;

• A list of lawyers expected to work at the 100% foreign-owned limited liability law firm;

• A copy of the documents proving the office in case of changes to the office location.

Within 30 days from the date of receipt of a complete dossier, the Ministry of Justice will decide on the issuance of an establishment license for the 100% foreign-owned limited liability law firm in Vietnam; if refused, a written notification with clear reasons must be provided.

- The procedures for registration of operations, newspaper publication, and notification about the establishment of the 100% foreign-owned limited liability law firm are carried out in accordance with Article 79 of Law on Lawyers 2006 and Article 30 of Decree 123/2013/ND-CP.

To Quoc Trinh

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