Procedures for merging law firms in Vietnam

Procedures for merging law firms in Vietnam
Nguyễn Thị Diễm My

Two or more law firms may agree to merge into a new law firm. The procedures for merging law firms in Vietnam are specified in Decision 849/QD-BTP in 2024.

Procedures for merging law firms in Vietnam

Procedures for merging law firms in Vietnam (Internet image)

Two or more law firms can agree to merge into a new law firm. The procedure for merging law firms is specifically regulated by Decision 849/QD-BTP in 2024.

1. Procedures for merging law firms in Vietnam

1.1. Applications for merging law firms

* Application:

- Application form for merging law firms;

- Merger agreement, which must clearly specify the procedures, duration, and conditions for the merger; a plan for utilizing the workforce; the inheritance of all rights, obligations, and legal benefits of the merged law firms;

- Registration certificates of the merged law firms;

- Charter of the merged law firm.

* Number of application: 01 set.

* Submission method: The application is submitted directly, through the postal system, or online (if online administrative procedures are provided) to the Department of Justice.

1.2. Procedures for merging law firms in Vietnam

Two or more limited liability law firms can agree to merge into a new limited liability law firm. Two or more partnership law firms can agree to merge into a new partnership law firm. The merging law firms submit their files to the headquarters of the Department of Justice, where the merged law firm is registered.

2. Procedures for merging foreign law firms in Vietnam

2.1. Application for merging foreign law firms

* Application:

- Application form for merging law firms;

- Merger agreement, which must clearly specify the procedures, duration, and conditions for the merger; plan for utilizing the workforce; and the inheritance of all rights and obligations of the merged law firms;

- Establishment licenses of the merged law firms;

- Charter of the merged law firm.

* Number of application: 01 set.

* Submission method: The application is submitted directly, through the postal system, or online to the Ministry of Justice.

2.2. Procedures for merging foreign law firms in Vietnam

Two or more 100% foreign-owned limited liability law firms can agree to merge into a new 100% foreign-owned limited liability law firm.

Two or more joint venture limited liability law firms can agree to merge into a new joint venture limited liability law firm.

Two or more partnership law firms between foreign legal professional organizations and Vietnamese partnership law firms can agree to merge into a new partnership law firm between foreign legal professional organizations and Vietnamese partnership law firms.

The merged foreign law firms submit their merger files to the headquarters of the Ministry of Justice.

3. Regulations on law firms in Vietnam

- Law firms include law partnerships and limited liability law firms. Law firms' members must be lawyers.

- A law partnership must be set up by at least two lawyers. Law partnerships do not have capital-contributing members.

- Limited liability law firms include limited liability law firms with two or more members and one-member limited liability law firms.

A limited liability law firm with two or more members must be set up by at least two lawyers.

A one-member limited liability law firm is set up by one lawyer who is also the owner of the firm.

- Members of a law partnership or limited liability law firm with two or more members shall reach agreement to nominate one of them to be the firm's director. The lawyer who owns a one-member limited liability law firm is the firm's director.

- The names of law partnerships or limited liability law firms with two or more members shall be selected and agreed upon by all members; the names of one-member limited liability law firms shall be selected by the firms' owners in accordance with the Enterprise Law, which, however, must contain the phrase "cong ty luat hop danh" (law partnership) or "cong ty luat huu han" (limited liability law firm), must not be identical to, or cause confusion with, the names of other registered law-practicing organizations, and must not contain words, phrases or symbols against the historical, cultural or ethical traditions as well as fine customs of the nation.

(Article 34 of the Law on Lawyers 2006)

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