Regulations on transformation of limited liability law firms and law partnerships in Vietnam

Regulations on transformation of limited liability law firms and law partnerships in Vietnam (Internet image) 

Regarding this issue, LawNet would like to answer as follows:

1. Regulations on transformation of limited liability law firms and law partnerships in Vietnam

Regulations on transformation of limited liability law firms and law partnerships according to Article 14 of Decree 123/2013/ND-CP are as follows:

- A one-member limited liability law firm may be transformed into a limited liability law firm with two or more members. A limited liability law firm with two or more members may be transformed into a one-member limited liability law firm. A limited liability law firm may be transformed into a law partnership. A law partnership may be transformed into a limited liability law firm.

- A transformation dossier is submitted to the Justice Service where the transforming law firm shall be located. A dossier is comprised of:

+ A request for transformation shall clearly state purposes, reasons of the transformation and commitments on heritage of all obligations, legitimate rights and interests of transformed law firms.

+ A draft Charter of the transforming law firm;

+ Certificate of operation registrations of transformed law firm;

+ List of members or owners who are lawyers; copies of lawyer cards of lawyers who are members or owners of the transforming law firm.

+ Copies of documents proving the headquarters in case of change of the headquarters.

- Within 07 working days, since the date of receiving a valid dossier, the Justice Service shall grant the Certificate of operation registration to the transforming law firm; in case of refusal, there must be a written notice stating reasons clearly.

- Procedures for notifying contents of Certificate of operation registration of the transforming law firm shall comply with Article 38 of the Law on Lawyers.

2. Regulations on changes of the representatives-at-law of law-practicing organizations in Vietnam

Regulations on changes of the representatives-at-law of law-practicing organizations in Vietnam according to Article 11 of Decree 123/2013/ND-CP are as follows:

- The representatives-at-law of limited liability law firms with two or more members and law partnerships must be lawyers and members of law firms.

A limited liability law firm with two or more members and a law partnership changing the representative-at-law must send a written request for changing the representative-at-law, and the Certificate of operation registration of the law firm to the Justice Service in the localities where the law firms are based, within 10 days since the date of having decisions on changes.

Procedures on changing representative-at-law of limited liability law firms with two or more members, law partnerships are carried out in accordance with Article 36 of the Law on Lawyers.

- The representative-at-law of a lawyer's office or a one-member limited liability law firm must be a lawyer being the owner of the lawyer's office or the law firm.

The lawyer's office or a one-member limited liability law firm changing the representative-at-law shall submit a dossier to the Justice Service where it is based, within 10 days since the date of having decision on changing. A dossier is comprised of:

+ A request for changing the representative-at-law;

+ The Certificate of operation registration of the lawyer's office or the one-member limited liability law firm;

+ A written agreement between the former representative-at-law and the lawyer expected to be the new representative-at-law regarding the implementation of obligations and rights of the lawyer's office or the law firm;

+ Surname, name, number and issuing date of the lawyer card of the lawyer expected to be the new representative-at-law.

Procedures for changing representative-at-law of lawyer's offices, one-member limited liability law firms shall comply with Article 36 of the Law on Lawyers.

- Within 05 working days, since the date of receiving valid dossiers, the Justice Services shall re-grant the Certificate of operation registrations for law-practicing organizations, stating clearly contents of changing representative-at-law; in cases of refusals, there must be written notices stating clearly reasons.

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