Circular No. 02/2000/TT-BTP guiding the procedures for terminating the operations of foreign law firms' branches in Vietnam

CIRCULAR

Guidelines for terminating the operations of foreign law firms' branches in Vietnam

at Vietnam

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Pursuant to Decree No. 38/CP of the Government dated June 4, 1993 on the functions, tasks, powers, and organization of the Ministry of Justice;

Pursuant to Article 35 of Decree No. 92/1998/NĐ-CP of the Government dated November 10, 1998 on the practice of providing legal advice by foreign law firms in Vietnam;

The Ministry of Justice provides guidelines for the procedures to terminate the operations of foreign law firms' branches in Vietnam (hereinafter referred to as Branches) as follows:

1. Procedures applicable in cases of voluntary termination of operations

1.1. Voluntary termination of operations before the expiration date

In the case of voluntarily terminating operations before the expiration date, the Branch shall perform the following actions:

a- Submit a written report to the Ministry of Justice, simultaneously to the Department of Justice of the province or centrally-administered city (hereinafter referred to as the Department of Justice) where the Branch's headquarters is located, 60 days prior to the anticipated termination date;

b- Publish in local newspapers or central newspapers in Vietnam at least three consecutive issues regarding the termination of operations and the termination date of the Branch immediately after submitting the report as stipulated in point a, Clause 1.1 of this Circular; simultaneously send a written notice to clients who have concluded legal advisory contracts with the Branch but have not yet completed them;

c. Not enter into new legal advisory contracts with clients, except for oral consultations;

d. At the latest within 90 days from the termination date, the Branch must: 

- Return leased premises and working equipment according to the provisions of the concluded contracts;

- Complete the termination of employment contracts with Branch employees;

- Complete all concluded legal advisory contracts with clients;

- Resolve all tax and financial obligations; settle all debts (if any);

- Submit a written report to the Ministry of Justice, simultaneously to the Department of Justice where the Branch's headquarters is located regarding the completion of the matters specified in point d; return the License to the Ministry of Justice, the Registration Certificate for Legal Practice, and the Branch's seal to the Department of Justice where the Branch's headquarters is located.

1.2. Voluntary termination of operations upon expiration of the term specified in the License without requesting an extension.

In the case of expiration of the term specified in the License and the Branch does not request an extension, the Branch shall perform the following actions:

a- Perform the actions stipulated in points a, b, and c of Clause 1.1 of this Circular within 60 days before the expiration date;

b- Perform the actions stipulated in point d of Clause 1.1 of this Circular.

2. Procedures applicable in cases of expiration of the term specified in the License establishing the Branch without obtaining an extension

Immediately upon receiving the Decision of the Ministry of Justice rejecting the extension of operations, the Branch must:

a- Cease operations according to the term specified in the License;

b- Perform the actions stipulated in points b, c, and d of Clause 1.1 of this Circular.

3. Procedures applicable in cases where the Branch has its license revoked indefinitely

Immediately upon receiving the Decision revoking the right to use the License indefinitely, the Branch must:

a- Cease operations from the date specified in the Decision;

b- Perform the actions stipulated in point d of Clause 1.1 of this Circular.

4. Procedures applicable in cases where the foreign law firm has ceased operations in the country of which it holds nationality

The Branch ceases operations from the date the foreign law firm ceases operations in the country of which it holds nationality. In such a case, the Branch shall perform the following actions:

a- Submit a written report to the Ministry of Justice, simultaneously to the Department of Justice where the Branch's headquarters is located regarding the cessation of operations of the Branch within 10 days from the cessation date;

b- Perform the actions stipulated in points b and d of Clause 1.1 of this Circular.

5-The Department of Justice shall have the following responsibilities regarding the cessation of operations of the Branch:

a- Guide the Branch to implement the procedures for terminating operations as prescribed in this Circular;

b- Monitor and inspect the implementation of the procedures for terminating operations of the Branch. In case of discovering that the Branch fails to fully comply with the procedures for terminating operations or does not cease operations as prescribed in this Circular, the Department of Justice must promptly require the Branch to stop the violation, report to the Ministry of Justice or propose relevant state agencies to handle the matter in accordance with the law;

c- Receive back the Registration Certificate for Legal Practice; receive back the Branch's seal and return it to the agency that issued the seal;

d- Report to the Ministry of Justice and notify in writing the Department of Public Security, Taxation Department, Department of Labor, Invalids and Social Affairs, and Department of Planning and Investment about the Branch having completed the procedures for terminating operations.

6.After receiving reports from the Branch and the Department of Justice regarding the Branch having completed the procedures for terminating operations, the Ministry of Justice issues a decision to revoke the License. The decision to revoke the License is made in three copies: one copy sent to the Branch, one copy sent to the People's Committee of the province or centrally-administered city, and one copy retained at the Ministry of Justice. The Ministry of Justice notifies in writing the Ministry of Public Security, Ministry of Finance, Ministry of Labor, Invalids and Social Affairs, and Ministry of Planning and Investment about the revocation of the Branch's License. This Circular takes effect 15 days after the date of signature.

The Ministry of Justice notifies in writing the Ministry of Public Security, Ministry of Finance, Ministry of Labor, Invalids and Social Affairs, and Ministry of Planning and Investment about the revocation of the Branch's License.

This Circular takes effect fifteen days from the date of signature.