Circular No. 08/1999/TT-BTP guiding the implementation of certain provisions of Government Decree No. 92/1998/NĐ-CP dated November 10, 1998 on the practice of legal advisory services by foreign law firms in Vietnam.

CIRCULAR

GUIDELINES FOR IMPLEMENTING CERTAIN PROVISIONS OF THE GOVERNMENT DECREE NO. 92/1998/NĐ-CP DATED NOVEMBER 10, 1998 ON FOREIGN LAWYER ORGANIZATIONS PRACTICING LEGAL CONSULTATION IN VIETNAM

OF THE GOVERNMENT

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

Pursuant to Article 36 and Article 48 of the Government Decree No. 92/1998/NĐ-CP dated November 10, 1998 on foreign lawyer organizations practicing legal consultation in Vietnam (hereinafter referred to as the Decree);

The Ministry of Justice provides guidance on implementing certain provisions of the Decree as follows:

1. On foreign lawyer organizations, foreign lawyers

The foreign lawyer organization mentioned in the Decree is a lawyer organization established and legally practicing abroad.

The foreign lawyer mentioned in the Decree is a foreigner or a Vietnamese residing abroad who has a lawyer practice permit issued by an authorized agency or organization of a foreign country.

The lawyer practice permit includes a practice certificate, a lawyer card, or other documents confirming the status of a lawyer.

On conditions for issuing a Branch Establishment Permit

A foreign lawyer organization that submits an application for establishing a Branch in Vietnam and meets all conditions stipulated in Article 6 of the Decree shall be granted a Branch Establishment Permit (hereinafter referred to as the Permit).

Foreign clients engaged in investment and business activities in Vietnam as stipulated in Point 2 of Article 6 of the Decree include:

Foreign individuals and organizations currently investing and doing business in Vietnam;

Foreign individuals and organizations preparing to invest and do business in Vietnam.

On procedures for issuing the Permit

A foreign lawyer organization wishing to establish a Branch in Vietnam must submit a set of documents to the Ministry of Justice. The documents include:

An application for Branch establishment signed by the head of the foreign lawyer organization (Form No. 01 promulgated together with this Circular);

Documents as prescribed in Article 11 of the Decree.

If the documents prescribed in Article 11 of the Decree are in a foreign language, they must be accompanied by a Vietnamese translation certified by a Vietnamese notary office or a diplomatic mission, consulate of Vietnam abroad.

In case a foreign lawyer organization wishes to establish two (02) Branches, separate procedures for obtaining permission for each Branch must be followed.

The name of the Branch must include the name of the foreign lawyer organization and the name of the province or centrally governed city where the Branch is permitted to be established.

The Department of Lawyer Management and Legal Consultation, Ministry of Justice receives and reviews applications for Branch establishment submitted by foreign lawyer organizations.

4. On registration for practice

4.1. Within sixty days from the date of issuance of the Permit, the Branch must register its practice at the Provincial Department of Justice of the province or centrally governed city where the Branch is permitted to establish its headquarters (hereinafter referred to as the Department of Justice).

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

When registering for practice, the Branch must submit an application for practice registration (Form No. 02 promulgated together with this Circular). Accompanying the application, the following documents must be submitted:

A copy of the Permit issued by the Ministry of Justice;

A copy of the lease agreement for the Branch's office premises certified by a state notary or authenticated by a district, county, or town people's committee under the province or centrally governed city.

Within fifteen days from the date of receiving complete and valid documents, the Department of Justice must complete the registration procedure and issue a Practice Registration Certificate to the Branch.

The Practice Registration Certificate will be made in three copies: one copy for the Branch, one copy sent to the Ministry of Justice, and one copy kept at the Department of Justice.

Registration for practice beyond the time limit specified in Article 14 of the Decree may only be carried out if there are legitimate reasons approved by the Ministry of Justice. The Branch must submit a letter to the Ministry of Justice explaining clearly the reasons for the delay in registering for practice.

The Ministry of Justice will only consider late registration applications if they are submitted no later than fifteen days after the registration deadline.

Within fifteen days from the date of receipt of the application, the Ministry of Justice will examine and notify in writing whether it approves or disapproves the late registration.

5. On procedures for changing the contents of the Permit, extending the operation of the Branch

5.1. If the Branch wishes to change the contents of the Permit, it must submit an application to the Ministry of Justice; the application must clearly state the changes and the reasons for requesting the changes.

The Branch may change its name if the name of the foreign lawyer organization has been changed according to the laws of the country where the organization's main office is located.

5.1.2. In the case of changing the location of the Branch's headquarters from one province or centrally governed city to another, the Branch must follow the procedures for changing the contents of the Permit as stipulated in Article 16 of the Decree.

Within thirty days from the date the Ministry of Justice decides to allow the change of headquarters, the Branch must follow the procedures for registering its practice at the Department of Justice of the province or centrally governed city where the new headquarters is located, as stipulated in Article 14 of the Decree and guided in Point 4 of this Circular.

In the case of changing the location of the Branch's headquarters within the province or centrally governed city where the Branch is permitted to be established, the Branch must notify the new headquarters location and submit a copy of the new headquarters lease agreement to the Department of Justice before changing the headquarters without having to follow the procedures for changing the contents of the Permit as stipulated in Article 16 of the Decree.

5.1.3. In the case of applying for a change of Branch Manager, the application must be accompanied by a document from the foreign lawyer organization appointing another lawyer as the Branch Manager.

5.1.4. Changes to the list of lawyers of the Branch include adding lawyers to the list of lawyers and removing lawyers from the list of lawyers.

In the case of applying for the addition of lawyers to the list of lawyers of the Branch, the application must be accompanied by a summary of the professional and judicial background (if any) of the lawyer to be added, and a copy of the lawyer's practice permit. Adding a lawyer to the list of lawyers must be approved by the Ministry of Justice and registered with the Department of Justice.

In the case of removing a lawyer from the list of lawyers, the Branch only needs to notify the Department of Justice after receiving approval from the Ministry of Justice.

5.1.5. Within thirty days from the date of receiving all valid documents, the Ministry of Justice shall decide to approve or reject the request for changing the content of the Branch's License.

The decision approving the change in the content of the Branch's License shall be issued in two copies, one copy to be given to the Branch and the other to be sent to the Department of Justice where the Branch is located.

5.2. If the Branch wishes to extend its operation, it must submit to the Ministry of Justice a set of documents not later than sixty days before the expiry date stated in the License, including:

An application for extension of operation signed by the head of the foreign law firm;

A report on the activities of the Branch during its period of operation in Vietnam.

The Ministry of Justice shall send a letter requesting the provincial people's committee (hereinafter referred to as the Provincial People's Committee) where the Branch is located to provide comments on the extension of the Branch's operation.

Within fifteen days from the date of receipt of the aforementioned letter from the Ministry of Justice, the Provincial People's Committee shall provide its comments in writing to the Ministry of Justice regarding the extension of the Branch's operation.

After receiving the comments from the Provincial People's Committee, the Ministry of Justice shall decide to approve or reject the extension of the Branch's operation. The decision approving the extension of operation shall be made in three copies: one copy to be given to the Branch, one copy to be sent to the Provincial People's Committee where the Branch is located, and one copy to be kept at the Ministry of Justice.

The registration for the extension of operation shall be carried out in accordance with Article 17 of the Decree.

6. Regarding the rights and obligations of the Branch and foreign lawyers

6.1. The Branch may enter into long-term or case-by-case cooperation contracts with Vietnamese legal consulting organizations to fulfill clients' requests for legal advice on Vietnamese laws.

6.1.1. Legal advice on Vietnamese laws includes:

Guidance and answers to provisions of Vietnamese laws;

Opinions on the application of Vietnamese laws;

Drafting contracts and other documents containing the application of provisions of Vietnamese laws;

Other forms of legal advice on Vietnamese laws.

6.1.2. Vietnamese legal consulting organizations are organizations permitted to establish and practice legal consulting according to Vietnamese laws.

6.1.3. Long-term cooperation contracts for legal advice shall be made in four copies, each party retaining one copy, one copy to be sent to the Department of Justice, and one copy to be sent to the Ministry of Justice. The deadline for submitting the contract to the Department of Justice and the Ministry of Justice is fifteen days from the date of signing the contract.

6.2. The Branch must have at least one foreign lawyer working regularly at the Branch in Vietnam. In the event that there is no foreign lawyer working at the Branch in Vietnam for thirty consecutive days or more, the Branch must notify the Department of Justice and the Ministry of Justice in writing.

6.3. Within fifteen days from the date of hiring employees as stipulated in Article 24 of the Decree and accepting trainees practicing legal consulting as stipulated in Article 29 of the Decree, the Branch must notify the Department of Justice of the list accompanied by photocopied labor contracts of those employees and trainees.

6.4. Foreign lawyers of the Branch must have professional liability insurance for their legal consulting practice in Vietnam.

6.4.1. The Branch may purchase professional liability insurance for foreign lawyers practicing in Vietnam from an insurance company authorized to operate in Vietnam.

6.4.2. In cases where the foreign law firm has already purchased professional liability insurance for lawyers practicing in Vietnam, the Branch does not need to purchase such insurance in Vietnam but only needs to present the Ministry of Justice with documentation confirming the insurance.

6.5. The Branch may have a seal bearing the name of the Branch. The management and use of the seal shall comply with Vietnamese laws.

7. On reporting and inspection systems

Every six months and annually, the Branch must submit reports on its organization and activities (Form No. 03 issued together with this Circular) to the Department of Justice and the Ministry of Justice before July 15 and January 15 each year.

When necessary, the Ministry of Justice may conduct inspections or coordinate with relevant ministries, sectors, and provincial people's committees to conduct inspections.

Inspections shall be notified to the Branch seven days prior to the date of inspection, except in cases of surprise inspections.

The Branch must strictly comply with inspection decisions and facilitate the inspection process.

On the tasks and powers of the Department of Justice

The Department of Justice oversees the recruitment and use of trainees practicing legal consulting, Vietnamese staff, and foreign staff of the Branch.

In cases where the Department of Justice discovers that the Branch recruits or uses trainees practicing legal consulting, Vietnamese staff, or foreign staff working at the Branch without complying with Vietnamese laws, the Department of Justice has the right to require the Branch to stop the violation and recommend competent state agencies to handle the matter.

8.2. The Department of Justice oversees the training of trainees practicing legal consulting at the Branch.

Annually, trainees practicing legal consulting must submit a written report to the Department of Justice on their training process and results. In necessary cases, the Department of Justice may request the Branch to report on the training.

8.3. The Department of Justice conducts inspections of the organizational structure and operations of the Branch in the locality every six months and annually. When conducting inspections, the Department of Justice must notify the Branch seven days in advance.

In cases where it is deemed necessary to conduct surprise inspections, the Department of Justice must seek approval from the Ministry of Justice and can only proceed with the inspection after obtaining the Ministry of Justice's consent.

8.4. Every six months and annually, the Department of Justice must submit a written report to the Ministry of Justice on the management and operational situation of the Branches within its jurisdiction and scope (Form No. 04 issued together with this Circular). During the management process, if there are any issues, the Department of Justice must report to the Ministry of Justice for guidance and propose solutions.

This Circular takes effect from February 28, 1999, and replaces Circular 791b/TT-LSTVPL dated September 8, 1995, of the Ministry of Justice guiding the implementation of the Rules on practicing legal advisory services by foreign law firms in Vietnam issued together with Decree No. 42/CP dated July 8, 1995, of the Government.