Circular No. 06/2003/TT-BTP guiding certain provisions of the Government Decree No. 87/2003/NĐ-CP dated July 22, 2003 on the practice of foreign law firms and foreign lawyers in Vietnam.

CIRCULAR

Guidelines for certain provisions of Decree No. 87/2003/NĐ-CP dated July 22, 2003 of the Government on the practice of foreign law firms and foreign lawyers in Vietnam

concerning the practice of foreign law firms and foreign lawyers in Vietnam

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Pursuant to Decree No. 62/2003/NĐ-CP dated June 6, 2003 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Justice;

Pursuant to the provisions of Article 47 and Article 58 of Decree No. 87/2003/NĐ-CP dated July 22, 2003 of the Government on the practice of foreign law firms and foreign lawyers in Vietnam;

The Ministry of Justice issues guidelines for implementing certain provisions of Decree No. 87/2003/NĐ-CP dated July 22, 2003 of the Government on the practice of foreign law firms and foreign lawyers in Vietnam (hereinafter referred to as Decree No. 87/2003/NĐ-CP) as follows:

1. Regarding foreign law firms and foreign lawyers

1.1. Foreign law firm mentioned in Decree No. 87/2003/NĐ-CP is a law firm established and practicing legally abroad.

1.2. Documents proving the lawful establishment of a foreign law firm as stipulated in Clause 2, Article 12, Clause 2, Article 14, and Clause 2, Article 17 of Decree No. 87/2003/NĐ-CP shall be one of the following types of documents:

a) License for establishment, registration of operation issued by competent authorities of foreign countries;

b) Partnership agreement, company charter;

c) Confirmation documents from competent authorities of foreign countries regarding lawful establishment and operation.

1.3. Foreign lawyer mentioned in Decree No. 87/2003/NĐ-CP is a foreign national or Vietnamese citizen residing abroad who holds a license to practice law issued by competent authorities of foreign countries.

In the case where a Vietnamese citizen permanently residing in Vietnam holds a license to practice law issued by competent authorities of foreign countries and wishes to practice as a foreign lawyer in Vietnam, they must comply with the provisions of Decree No. 87/2003/NĐ-CP.

2. Regarding Vietnamese law firms and Vietnamese lawyers

2.1. Vietnamese law office and Vietnamese partnership law firm mentioned in Decree No. 87/2003/NĐ-CP are law offices and partnership law firms established and operating according to the Legal Practitioners Ordinance 2001.

2.2. Vietnamese lawyer is a person who has joined a Bar Association and possesses a Certificate of Practice issued in accordance with the Legal Practitioners Ordinance 2001.

3. Regarding the application for establishing Branches, Foreign Law Firms, and Foreign Partnership Law Firms and Vietnamese Partnership Law Firms (hereinafter collectively referred to as Foreign Law Firms Operating in Vietnam)

3.1. A foreign law firm wishing to establish a Foreign Law Firm Operating in Vietnam must prepare a set of documents as prescribed by Decree No. 87/2003/NĐ-CP.

3.2. In the case where two or more foreign law firms apply jointly to establish a Foreign Law Firm in Vietnam, the application for establishment of the Foreign Law Firm must be signed by the head of each foreign law firm or by someone authorized by the heads of those foreign law firms.

3.3. In the case where a foreign law firm intends to establish multiple Branches in Vietnam, separate procedures for obtaining permission must be followed for each Branch.

Each Branch may only have one office located in a province or centrally governed city where it is permitted to be established.

3.4. The name of a Branch must include the term "Branch," the name of the foreign law firm, and the name of the province or centrally governed city where the Branch is permitted to be established.

The name of a Foreign Law Firm must include the term "Law Firm" and the name of the foreign law firm.

The name of a Foreign Partnership Law Firm and Vietnamese Partnership Law Firm must include the term "Partnership Law Firm" and be chosen by the foreign law firm and the Vietnamese Partnership Law Firm.

4. Regarding the procedure for issuing a License to Establish a Foreign Law Firm Operating in Vietnam

4.1. Applications for establishing a Foreign Law Firm Operating in Vietnam are submitted to the Ministry of Justice. In cases where necessary, the Ministry of Justice may request additional information or clarification of the contents of the application. The time limit for reviewing applications and issuing Licenses is specified in Article 20 of Decree No. 87/2003/NĐ-CP and starts from the date when the application is completed.

4.2. The Department of Judicial Assistance, Ministry of Justice receives and reviews applications for establishing a Foreign Law Firm Operating in Vietnam.

5. Regarding the procedure for changing the content of a License to Establish a Foreign Law Firm Operating in Vietnam

5.1. A Foreign Law Firm Operating in Vietnam may change its name in the following circumstances:

a) The name of the foreign law firm changes according to the laws of the foreign country;

b) The name of the Vietnamese Partnership Law Firm in a Foreign Partnership Law Firm changes according to Vietnamese law;

c) The name of a Foreign Law Firm changes due to mergers or consolidations of Foreign Law Firms.

5.2. In the event of changing the Branch Manager, Director of a Foreign Law Firm, or Director of a Foreign Partnership Law Firm and Vietnamese Partnership Law Firm, the application must include a letter appointing another lawyer as the Branch Manager, Director of the Foreign Law Firm, or Director of the Foreign Partnership Law Firm and Vietnamese Partnership Law Firm.

5.3. Within fifteen days from the date of receiving complete and valid applications and fees, the Ministry of Justice will issue a document approving the change in the content of the License; if the application is rejected, the reasons must be stated in writing.

6. Regarding the establishment of branches of Foreign Law Firms, Foreign Partnership Law Firms, and Vietnamese Partnership Law Firms

6.1. Within fifteen days from the date of receipt of the decision allowing the establishment of a branch, the Foreign Law Firm, Foreign Partnership Law Firm, and Vietnamese Partnership Law Firm must register the activities of the branch at the Department of Justice of the locality where the branch's headquarters is located.

6.2. Within ten days from the date of receiving complete and valid applications and fees, the Department of Justice is responsible for issuing a Registration Certificate for the branch of the Foreign Law Firm, branch of the Foreign Partnership Law Firm, and Vietnamese Partnership Law Firm.

7. Regarding the merger of Foreign Law Firms

7.1. Two or more Foreign Law Firms may agree to merge into a new Foreign Law Firm.

The documents for the merger of Foreign Law Firms include the following:

a) Application for merger;

b) Copies of Licenses to Establish of the Foreign Law Firms applying for merger;

c) A copy of the merger contract;

d) The agreement appointing the Director of the newly merged foreign law firm.

7.2. Within ten days from the date of receiving complete and valid documents and fees, the Ministry of Justice shall approve the merger by issuing a new license for the establishment of the foreign law firm.

7.3. Within fifteen days from the date of issuance of the new license for the establishment of the foreign law firm, the merging foreign law firms must return their original licenses to the Ministry of Justice, submit their business registration certificates to the Department of Justice, and return their seals to the competent authority that issued them.

8. On the procedure for the absorption of foreign law firms

8.1. One or more foreign law firms may be absorbed into another foreign law firm. In cases where the absorption changes any content of the license of the foreign law firm being absorbed, such firm must follow the procedures to amend the content of the license as stipulated in Article 23 of Decree No. 87/2003/NĐ-CP.

8.2. Within fifteen days from the date of absorption, the absorbing foreign law firms must return their original licenses to the Ministry of Justice, submit their business registration certificates to the Department of Justice, and return their seals to the competent authority that issued them.

9. On the suspension of operations of foreign lawyer organizations in Vietnam

9.1. In cases where the decision to suspend operations is made voluntarily, the foreign lawyer organization in Vietnam must notify the Ministry of Justice in writing at least thirty days before the intended date of suspension. The notification must clearly state the reasons and the expected duration of the suspension.

Each period of suspension of operations of a foreign lawyer organization in Vietnam shall not exceed one year and may be extended once for no more than one year upon consideration.

9.2. In cases where the suspension of operations of a foreign lawyer organization in Vietnam is due to administrative penalties involving temporary cessation of activities, the duration of the suspension shall be recorded in the Decision on Administrative Violation Penalties.

10. On the acceptance of Vietnamese probationary lawyers

10.1. When accepting a Vietnamese probationary lawyer for training, the foreign lawyer organization in Vietnam must assign a foreign lawyer or a Vietnamese lawyer to be responsible for guiding the probationary lawyer.

10.2. A Vietnamese probationary lawyer practicing in a foreign lawyer organization in Vietnam shall not participate in litigation as a defense counsel or representative for clients before Vietnamese courts.

The probationary lawyer shall perform legal advisory services and other legal services for clients under the assignment of the guiding lawyer with the client's consent and shall be responsible for the quality of work performed before the guiding lawyer and the foreign lawyer organization in Vietnam. The probationary lawyer shall not sign legal advisory documents.

11. On the scope of practice of foreign lawyers in Vietnam

11.1. A foreign lawyer who has been granted a practice permit in Vietnam and holds a Vietnamese law degree shall be issued a certificate by the Ministry of Justice certifying eligibility to provide legal advice on Vietnamese law.

11.2. The application dossier for the certificate of eligibility to provide legal advice on Vietnamese law includes the following documents:

a) An application for the certificate of eligibility to provide legal advice on Vietnamese law;

b) A copy of the Vietnamese law degree diploma;

c) A copy of the foreign lawyer’s practice permit in Vietnam.

11.3. Within thirty days from the date of receipt of a complete and valid dossier, the Ministry of Justice shall issue the certificate of eligibility to provide legal advice on Vietnamese law to the foreign lawyer; in case of refusal, the reasons must be stated in writing.

11.4. The certificate of eligibility to provide legal advice on Vietnamese law shall be valid during the period of validity of the foreign lawyer’s practice permit in Vietnam.

12. On the inspection of the organization and operation of foreign lawyer organizations in Vietnam

12.1. Annually, the Department of Justice shall conduct inspections of the organization and operation of foreign lawyer organizations in Vietnam.

The Department of Justice may conduct surprise inspections at the request of the Ministry of Justice or the People's Committee of provinces and centrally-administered cities.

12.2. Inspections shall be notified to foreign lawyer organizations in Vietnam seven days prior to the inspection, except in cases of surprise inspections.

12.3. Foreign lawyer organizations in Vietnam must strictly comply with inspection decisions and facilitate the inspection process.

13. On reporting requirements

13.1. Every six months and annually, foreign lawyer organizations in Vietnam must submit written reports on their organization and operations to the Department of Justice and the Ministry of Justice. Six-monthly reports must be submitted before October 1st, and annual reports must be submitted before March 31st of the following year.

13.2. In cases deemed necessary, the Ministry of Justice may require foreign lawyer organizations in Vietnam to submit ad hoc reports on their organization and operations.

14. On the award system for foreign lawyers and foreign lawyer organizations in Vietnam

14.1. Foreign lawyers and foreign lawyer organizations in Vietnam that have practiced continuously in Vietnam for five years or more, with outstanding achievements in professional activities and significant contributions to cooperation with Vietnamese agencies and organizations, shall be considered for awards.

14.2. Procedures and forms of awards shall be carried out in accordance with the provisions of the law.

15. On transitional provisions

15.1. Foreign law firms that have been granted branch establishment permits in Vietnam according to Decree No. 92/1998/NĐ-CP and whose permits remain valid shall continue to operate until the expiration date of the permits.

After the License expires, if a foreign law firm wishes to continue practicing in Vietnam under the form of a Branch, it must submit an application to the Ministry of Justice requesting to exchange for a new License for establishing a Branch. Within thirty days from the date of receipt of the application, the Ministry of Justice shall approve the exchange for a new License for establishing a Branch by issuing a new License for establishing a Branch.

Upon receiving the new License, the Branch shall complete the registration procedures for operation, publish announcements regarding its establishment in accordance with Article 21 and Article 22 of Decree No. 87/2003/NĐ-CP; within fifteen days, return the original Branch Establishment License to the Ministry of Justice, and submit the Registration Certificate issued in accordance with Decree No. 92/1998/NĐ-CP to the Department of Justice.

15.2. A foreign law firm that has been granted a Branch Establishment License in Vietnam in accordance with Decree No. 92/1998/NĐ-CP and wishes to convert the Branch into a Foreign Law Firm, must submit an application for conversion to the Ministry of Justice.

The application for conversion shall include the following documents:

a) An application for converting the Branch into a Foreign Law Firm;

b) A copy of the Branch Establishment License in Vietnam;

c) The Articles of Association of the Foreign Law Firm;

d) The decision appointing the Managing Director of the Foreign Law Firm.

Within thirty days from the date of receipt of the complete and valid application along with the fees, the Ministry of Justice shall approve the conversion by issuing a new License for establishing a Foreign Law Firm; in case of refusal, the reasons must be stated in writing.

Upon receiving the new License, the Foreign Law Firm shall complete the registration procedures for operation, publish announcements regarding its establishment in accordance with Article 21 and Article 22 of Decree No. 87/2003/NĐ-CP; within fifteen days, return the original Branch Establishment License to the Ministry of Justice, submit the Registration Certificate to the Department of Justice, and return the seal to the authority that issued it.

The Foreign Law Firm shall enjoy lawful rights and benefits, and be responsible for unpaid debts, ongoing legal service contracts, labor contracts signed with lawyers and employees, and other property obligations of the Branch after the conversion.

15.3. For Vietnamese law graduates undergoing practical training at the Branch of a foreign law firm in accordance with Decree No. 92/1998/NĐ-CP, the period of practical training at the Branch before the effective date of Decree No. 87/2003/NĐ-CP shall be counted towards the required period of practical training as stipulated in the Lawyer Ordinance when they join the Bar Association.

From the effective date of Decree No. 87/2003/NĐ-CP, the regulations on practical training at foreign law firms in Vietnam shall only apply to trainee lawyers of Vietnamese Bar Associations as stipulated in Article 34 of Decree No. 87/2003/NĐ-CP. Vietnamese law graduates may work for foreign law firms in Vietnam as employees in accordance with labor laws.

16. Attached herewith are the following forms:

16.1. a) Application for establishing a Branch of a foreign law firm (Form No. 1a);

b) Application for establishing a Foreign Law Firm (Form No. 1b);

c) Application for establishing a Foreign Joint Stock Law Firm and a Vietnamese Joint Stock Law Firm (Form No. 1c);

16.2. Application for establishing a Branch of a Foreign Law Firm, a Foreign Joint Stock Law Firm, and a Vietnamese Joint Stock Law Firm (Form No. 2);

16.3. Application for merging Foreign Law Firms (Form No. 3);

16.4. Application for converting a Branch into a Foreign Law Firm (Form No. 4);

16.5. Application for changing the contents of the Branch Establishment License, Foreign Law Firm License, and Joint Stock Law Firm License (Form No. 5);

16.6. Application for granting a Practice License in Vietnam for foreign lawyers (Form No. 6);

16.7. Application for obtaining a Certificate of Eligibility to Advise on Vietnamese Law (Form No. 7);

16.8. a) License for establishing a Branch of a foreign law firm in Vietnam (Form No. 8a);

b) License for establishing a Foreign Law Firm in Vietnam (Form No. 8b);

c) License for establishing a Foreign Joint Stock Law Firm and a Vietnamese Joint Stock Law Firm (Form No. 8c);

16.9. a) Registration Certificate for a Branch of a foreign law firm in Vietnam (Form No. 9a);

b) Registration Certificate for a Foreign Law Firm in Vietnam (Form No. 9b);

c) Registration Certificate for a Foreign Joint Stock Law Firm and a Vietnamese Joint Stock Law Firm (Form No. 9c);

16.10. Registration Certificate for a Branch of a Foreign Law Firm, a Branch of a Foreign Joint Stock Law Firm, and a Vietnamese Joint Stock Law Firm (Form No. 10);

16.11. Practice License in Vietnam for foreign lawyers (Form No. 11);

16.12. Certificate of Eligibility to Advise on Vietnamese Law (Form No. 12);

16.13. a) Notice of changes to the contents of the Branch Establishment License, Foreign Law Firm License, and Joint Stock Law Firm License (Form No. 13a);

b) Notice of suspension of operations for Branches, Foreign Law Firms, and Joint Stock Law Firms (Form No. 13b);

c) Notice of termination of operations for Branches, Foreign Law Firms, and Joint Stock Law Firms (Form No. 13c);

16.14. a) Report on the organizational structure and activities of Branches, Foreign Law Firms, and Joint Stock Law Firms (Form No. 14a);

b) Report by the Department of Justice on the organizational structure and activities of foreign law firms in the locality (Form No. 14b).

17. Effective Date

This Circular takes effect fifteen days after its publication in the Official Gazette.

This Circular replaces Circular No. 08/1999/TT-BTP dated February 13, 1999, of the Ministry of Justice guiding the implementation of certain provisions of Decree No. 92/1998/NĐ-CP dated November 10, 1998, of the Government on the practice of legal advisory services by foreign law firms in Vietnam, and Circular No. 02/2000/TT-BTP dated March 23, 2000, of the Ministry of Justice guiding the procedures for terminating the operations of Branches of foreign law firms in Vietnam.