Decree No. 123/2013/ND-CP detailing certain provisions and measures for the implementation of the Lawyers Law

 

DECREE

Detailed provisions on certain articles and implementation measures of the Lawyer Law

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Lawyer Law No. 65/2006/QH11 dated June 29, 2006, amended and supplemented by the Law Amending and Supplementing Certain Provisions of the Lawyer Law No. 20/2012/QH13 dated November 20, 2012;

At the proposal of the Minister of Justice;

The Government promulgates this Decree providing detailed provisions on certain articles and implementation measures of the Lawyer Law.

PART I
GENERAL PROVISIONS

This Decree provides detailed provisions on certain articles and implementation measures of the Lawyer Law regarding the training institutions for lawyers, legal aid provided by lawyers, the mandatory continuing education obligations of lawyers, state management over lawyers and their practice, lawyer practice organizations, remuneration for lawyers participating in criminal proceedings, social-professional organizations of lawyers, foreign lawyer practice organizations, and foreign lawyers in Vietnam.

1. The training institutions for lawyers as stipulated in Clause 3, Article 12 of the Lawyer Law include the Judicial Academy under the Ministry of Justice and the training institution for lawyers under the Vietnam Bar Federation.

2. The Vietnam Bar Federation may establish a training institution for lawyers when meeting the following conditions:

a) Having a teaching staff consisting of at least five years experienced lawyers, reputable experts in the field of law, and pedagogical capabilities;

b) Having an organizational structure suitable to the scale, model, and training program;

c) Having a training program and textbooks consistent with the framework training program for lawyers issued by the Minister of Justice;

d) Ensuring material facilities serving teaching and learning, meeting the requirements for research, work, and study of teachers and students.

3. The documents for establishing a training institution for lawyers under the Vietnam Bar Federation include:

a) A proposal for establishing a training institution for lawyers;

b) An establishment project for a training institution for lawyers. The main contents of the project include the necessity of establishment, legal status, functions, tasks, training objectives, scale and training model, organizational structure, teaching staff accompanied by a list of proposed teachers and a summary of their experience and skills, material facilities appropriate to the scale and model of training, implementation plan and progress of the project, economic and social benefits of the training institution for lawyers;

c) Draft Statutes of the training institution for lawyers.

4. Within thirty days from the date of receiving complete documents, the Minister of Justice shall decide on the establishment of a training institution for lawyers under the Vietnam Bar Federation; in case of refusal, a written notification must be issued stating the reasons.

Article 3. Legal Aid Provided by Lawyers

1. Lawyers have the obligation to provide legal aid as prescribed in Point d, Clause 2, Article 21, Clause 10, Article 65, and Point đ, Clause 2, Article 67 of the Lawyer Law. Lawyers may not refuse to perform the duty of legal aid except for valid reasons.

2. The Vietnam Bar Federation guides the time, method, and form of implementing legal aid; disciplinary forms for lawyers violating the duty of legal aid; annually evaluates the activities of legal aid provided by lawyers and reports to the Ministry of Justice.

Article 4. Obligation to participate in mandatory professional training for lawyers

Lawyers are obligated to participate in mandatory professional training according to Point d Clause 2 Article 21 of the Lawyers Law.

The Ministry of Justice shall specify the subjects, time, form, and content of mandatory professional training; the form of handling lawyers who violate the obligation to participate in mandatory professional training.

Article 5. Tasks and Authorities of the Department of Justice in State Management of Lawyers and Legal Practice

The Department of Justice assists the People's Committee of provinces and centrally governed cities in implementing state management over lawyers and legal practice at the local level as stipulated in Clause 4 Article 83 of the Lawyers Law, with the following tasks and authorities:

1. Reviewing files and submitting to the People's Committee of provinces and centrally governed cities for decisions on allowing the establishment of Bar Associations, approving the results of Bar Association congresses, and dissolving Bar Associations;

2. Leading and coordinating with the Department of Civil Service Affairs in reviewing and submitting to the People's Committee of provinces and centrally governed cities for consideration and approval of proposals for organizing congress terms and plans for establishing Executive Boards, Reward and Disciplinary Committees for new terms;

3. Issuing and revoking Registration Certificates for domestic law firms and foreign law firms operating in Vietnam;

4. Providing information about the registration activities of domestic law firms and foreign law firms in the locality to state agencies, organizations, and individuals upon request as prescribed by law;

5. Requesting Bar Associations to provide information about their organization and activities, and requiring law firms to report on their organizational and operational situations when necessary;

6. Regularly reporting to the Ministry of Justice and the People's Committee of provinces and centrally governed cities on the organization and operation of domestic law firms, the organization and activities of foreign law firms, and foreign lawyers in the locality;

7. Advising and proposing to the People's Committee of provinces and centrally governed cities measures to support the development of the legal profession in the locality;

8. Implementing inspections, audits, and resolving complaints and denunciations regarding the organization and activities of Bar Associations and law firms within its authority or under the delegation of the Minister of Justice or the Chairman of the People's Committee of provinces and centrally governed cities; imposing administrative penalties on lawyers, law firms, and Bar Associations within its authority and as prescribed by law.

Chapter II
LEGAL PRACTICE ORGANIZATIONS

Article 6. Application for Registration of Legal Practice Activities of Law Firms

An application for registration of legal practice activities of law firms shall include the following main contents:

1. Name of the law firm office or legal company;

2. Office address;

3. Full name and permanent residence address of the head lawyer of the law firm office or the sole owner lawyer (for a limited liability legal company with one member) or partner lawyers (for a limited liability legal company with two or more members and a partnership legal company);

4. Full name and Lawyer Card number and issuance date of the legal representative;

5. Field of legal practice.

Article 7. Articles of Association of a Law Firm

The Articles of Association of a Law Firm shall include the following main contents:

1. Name and office address;

2. Type of Law Firm;

3. Field of Practice;

4. Surname, name, and permanent address of the owner lawyer (for a Limited Liability Law Firm with one member) or of the member lawyers (for a Limited Liability Law Firm with two or more members and a Partnership Law Firm);

5. Rights and obligations of the owner lawyer or of the member lawyers;

6. Conditions and procedures for joining or withdrawing from the list of member lawyers (for a Limited Liability Law Firm with two or more members and a Partnership Law Firm);

7. Organizational structure, management, and operation;

8. Form of passing decisions, resolutions; principles for resolving internal disputes;

9. Principles for profit distribution and responsibilities of member lawyers towards the firm's obligations (for a Limited Liability Law Firm with two or more members and a Partnership Law Firm);

10. Circumstances for temporarily suspending, ceasing operations, and asset liquidation procedures;

11. Form for amending and supplementing the Articles of Association of a Law Firm.

The Articles of Association of a Law Firm must be signed by the owner lawyer or by all member lawyers.

Article 8. Registration of Activities of a Legal Practice Organization

1. The procedure for registering activities of a legal practice organization is carried out according to the provisions of Article 35 of the Lawyer Law.

2. The registration certificate for the activities of a legal practice organization is made in two copies; one copy is issued to the legal practice organization, and one copy is kept at the Department of Justice.

3. Within seven working days from the date of issuing the registration certificate for the legal practice organization, the Department of Justice must notify in writing the tax authority, statistical agency, other competent state agencies, People's Committee of district, town, city under province, People's Committee of commune, ward, town, and Bar Association where the legal practice organization is located.

4. A legal practice organization must pay the registration fee for its activities according to the business registration fee level for enterprises.

5. After being granted the registration certificate, the legal practice organization may engrave and use its seal according to the regulations on seal management and use.

Article 9. Registration Certificate for Activities of a Legal Practice Organization

The registration certificate for activities of a legal practice organization includes the following main contents:

1. Name and office address;

2. Scope of practice;

3. Surname, name, number, and date of issuance of the Lawyer Card of the legal representative;

4. Surname, name, and permanent address of member lawyers.

Article 10. Registration of Activities of a Branch of a Legal Practice Organization

1. The procedure for registering activities of a branch of a legal practice organization is carried out according to the provisions of Article 41 of the Lawyer Law.

2. When registering the activities of a branch, the legal practice organization must pay the registration fee according to the establishment branch registration fee level for enterprises.

3. After being granted the registration certificate, the branch of the legal practice organization may engrave and use its seal according to the regulations on seal management and use.

Article 11. Change of Legal Representative of a Legal Practice Organization

1. The legal representative of a Limited Liability Law Firm with two or more members and a Partnership Law Firm must be a lawyer and a member of the Law Firm.

A Limited Liability Law Firm with two or more members and a Partnership Law Firm changing the legal representative must submit a request for change of legal representative and the registration certificate of the Law Firm to the Department of Justice within ten days from the date of the decision to change.

The procedure for changing the legal representative of a Limited Liability Law Firm with two or more members and a Partnership Law Firm is carried out according to the provisions of Article 36 of the Lawyer Law.

2. The legal representative of a Law Office and a Limited Liability Law Firm with one member must be the owner lawyer of the Law Office and the Limited Liability Law Firm.

A Law Office and a Limited Liability Law Firm with one member changing the legal representative must submit the file to the Department of Justice within ten days from the date of the decision to change. The file includes:

a) Request for change of legal representative;

b) Registration certificate of the Law Office and Limited Liability Law Firm with one member;

c) Agreement between the former legal representative and the person expected to be the legal representative regarding the exercise of rights and fulfillment of obligations of the Law Office and Limited Liability Law Firm;

d) Surname, name, number, and date of issuance of the Lawyer Card of the person expected to be the legal representative.

The procedure for changing the legal representative of a Law Office and a Limited Liability Law Firm with one member is carried out according to the provisions of Article 36 of the Lawyer Law.

3. Within five working days from the date of receiving complete valid files, the Department of Justice will issue a new registration certificate for the legal practice organization, clearly stating the content of the change of legal representative; in case of refusal, it must notify in writing and specify the reasons.

Article 12. Merger of Law Firms

1. Two or more limited liability law firms may agree to merge into a new limited liability law firm. Two or more partnership law firms may agree to merge into a new partnership law firm.

2. The merger dossier of law firms shall be submitted to the Department of Justice where the merging law firm is registered for operation. The dossier includes:

a) A request for merger of law firms;

b) The merger agreement, which must clearly specify the procedures, time limits, and conditions for the merger; the labor utilization plan; the succession of all legitimate rights, obligations, and interests of the merged law firms;

c) The registration certificates of the merged law firms;

d) The charter of the merged law firm.

Within ten days from the date of receiving complete and valid dossiers, the Department of Justice shall issue a registration certificate for the merged law firm; if it refuses, it must notify in writing and specify the reasons.

3. The procedure for announcing the registration content of the merged law firm shall be carried out in accordance with Article 38 of the Lawyers Law.

4. After the merged law firm has been issued a registration certificate, the merged law firms cease operations. The merged law firm enjoys all legitimate rights and benefits, and is responsible for all outstanding debts, ongoing legal service contracts, employment contracts signed with lawyers and other employees, and other property obligations of the merged law firms.

Within five working days from the date of issuing a registration certificate to the merged law firm, the Department of Justice shall notify the Department of Justice where the merged law firms are registered about the merger and send along a copy of the registration certificate of the merged law firm to carry out the removal of the names of the merged law firms from the list of registered operations.

Article 13. Absorption of Law Firms

1. One or more limited liability law firms may be absorbed into another limited liability law firm. One or more partnership law firms may be absorbed into another partnership law firm.

2. The absorption dossier of law firms shall be submitted to the Department of Justice where the absorbing law firm is registered for operation. The dossier includes:

a) A request for absorption of law firms;

b) The absorption agreement of law firms, which must clearly specify the procedures, time limits, and conditions for absorption; the labor utilization plan; the succession of all legitimate rights, obligations, and interests of the absorbed law firms;

c) The registration certificates of the absorbed law firms and the absorbing law firm.

Within ten days from the date of receiving complete and valid dossiers, the Department of Justice shall issue a registration certificate for the absorbing law firm; if it refuses, it must notify in writing and specify the reasons.

3. The procedure for announcing the registration content of the absorbing law firm shall be carried out in accordance with Article 38 of the Lawyers Law.

4. After the absorbing law firm has been issued a registration certificate, the absorbed law firms cease operations. The absorbing law firm enjoys all legitimate rights and benefits, and is responsible for all outstanding debts, ongoing legal service contracts, employment contracts signed with lawyers and other employees, and other property obligations of the absorbed law firms.

Within five working days from the date of issuing a registration certificate to the absorbing law firm, the Department of Justice shall notify the Department of Justice where the absorbed law firms are registered about the absorption and send along a copy of the registration certificate of the absorbing law firm to carry out the removal of the names of the absorbed law firms from the list of registered operations.

Article 14. Conversion of Limited Liability Law Firms and Partnership Law Firms

1. A single-member limited liability law firm may convert to a limited liability law firm with two or more members. A limited liability law firm with two or more members may convert to a single-member limited liability law firm. A limited liability law firm may convert to a partnership law firm. A partnership law firm may convert to a limited liability law firm.

2. The conversion dossier of a law firm shall be submitted to the Department of Justice where the converting law firm is registered for operation. The dossier includes:

a) A request for conversion stating the purpose, reason for conversion, and commitment to inherit all rights, obligations, and legitimate interests of the converted law firms;

b) A draft Charter of the converting law firm;

c) The registration certificate of the converted law firm;

d) A list of partners or owner lawyers; copies of Lawyer Cards of partner lawyers or owner lawyers of the converting law firm;

đ) Copies of documents proving the office address in case there is a change in the office address.

3. Within seven working days from the date of receiving a complete and valid dossier, the Department of Justice shall issue a registration certificate for the converting law firm; in case of refusal, it must notify in writing and specify the reasons.

4. The procedure for announcing the registration content of the converting law firm shall be carried out in accordance with Article 38 of the Lawyers Law.

Article 15. Conversion of a Law Office into a Law Firm

1. A law office may convert into a limited liability law firm or a partnership law firm based on the inheritance of all rights and obligations of the law office in accordance with the law.

2. The conversion dossier of a law office shall be submitted to the Department of Justice where the law firm is registered for operation. The dossier includes:

a) A request for conversion stating the purpose, reason for conversion, and commitment to inherit all rights, obligations, and legitimate interests of the converted law office;

b) A draft Charter of the converting law firm;

c) The registration certificate of the converted law office;

d) A list of partners or owner lawyers; copies of Lawyer Cards of owner lawyers or partner lawyers of the converting law firm;

đ) Copies of documents proving the office address in case there is a change in the office address.

Within seven working days from the date of receiving a complete and valid dossier, the Department of Justice shall issue a registration certificate for the converting law firm; in case of refusal, it must notify in writing and specify the reasons.

3. The procedure for announcing the registration content of the converting law firm shall be carried out in accordance with Article 38 of the Lawyers Law.

Article 16. Hiring Foreign Lawyers to Work for Legal Practice Organizations

Legal practice organizations may enter into employment contracts to hire foreign lawyers who have been granted a license to practice in Vietnam to work for their organization. The rights and obligations of foreign lawyers hired by legal practice organizations shall be agreed upon in the contract in accordance with the Lawyers Law, this Decree, and relevant laws.

Within seven working days from the date of signing the employment contract for hiring a foreign lawyer, the legal practice organization must notify in writing to the Department of Justice where it is registered for operation along with the employment contract.

Within seven working days from the date of terminating the employment contract for hiring a foreign lawyer, the legal practice organization must notify in writing to the Ministry of Justice and the Department of Justice where it is registered for operation.

1. The Registration Certificate for Legal Practice Organizations shall be revoked when the organization falls under any of the following circumstances:

a) Ceasing operations as prescribed in Clause 1, Article 47 of the Lawyers Law;

b) Being administratively punished with the revocation of the right to use the Registration Certificate for Legal Practice Operations as stipulated by laws on administrative violations;

c) Failing to register for tax code within one year from the date of issuance of the Registration Certificate for Legal Practice Operations;

d) Not operating at the registered office for a continuous period of six months from the date of issuance of the Registration Certificate for Legal Practice Operations;

đ) Expiring the temporary suspension period as provided in Clause 1, Article 46 of the Lawyers Law without resuming operations or failing to report on the continuation of the suspension.

2. The Department of Justice shall decide to revoke the Registration Certificate for Legal Practice Organizations and monitor and supervise the organization's compliance with the procedures specified in Clauses 2 and 3, Article 47 of the Lawyers Law.

Chapter III
COMPENSATION FOR LAWYERS PARTICIPATING IN LITIGATION

IN CRIMINAL CASES

Article 18. Ceiling on compensation for lawyers participating in litigation in criminal cases

1. The level of compensation for lawyers participating in litigation in criminal cases shall be agreed upon between the client and the law firm or law company based on the grounds stipulated in Clause 1, Article 55 of the Lawyers Law, calculated either hourly or on a case-by-case basis, but the highest rate for one hour of work by a lawyer shall not exceed three-tenths of the minimum wage set by the Government.

The working hours of the lawyer shall be agreed upon between the lawyer and the client.

2. It is encouraged that law firms and law companies waive or reduce compensation for lawyers for the poor and policy beneficiaries.

Article 19. Compensation and expenses for lawyers when participating in litigation at the request of judicial authorities

1. For cases where judicial authorities request lawyers to participate, the compensation paid for one day of work by a lawyer shall be four-tenths of the minimum wage set by the Government.

2. The working time of lawyers includes:

a) Time spent meeting with persons under temporary detention, suspects, defendants;

b) Time spent collecting documents, objects, and relevant circumstances related to defense;

c) Time spent studying files and preparing materials;

d) Time spent participating in court sessions;

đ) Reasonable time for other activities required for participation in litigation as requested by judicial authorities.

The working hours of the lawyer must be confirmed by the judicial authority or the person directly handling the case.

3. In addition to the compensation, during the preparation and participation in defense at court sessions and other judicial authorities, the lawyer shall be reimbursed for travel and accommodation expenses according to current regulations on travel allowances for state officials traveling domestically.

4. The judicial authority that has requested the lawyer to participate in litigation shall be responsible for paying the compensation and expenses as stipulated in Clauses 1 and 3 of this Article. The funding for payment shall be budgeted annually in the judicial authority's budget.

5. Apart from the compensation and expenses paid by the judicial authority, the lawyer shall not demand any additional monetary or benefit claims from the suspect, defendant, or their relatives.

Chapter IV
SOCIAL AND PROFESSIONAL ORGANIZATIONS OF LAWYERS

Section 1
BAR ASSOCIATION

1. At least 30 days before the planned date of organizing the Term Congress, the Board of Directors of the Bar Association must report to the People's Committee of the province or centrally governed city, and the Vietnam Bar Federation on the plan for organizing the Term Congress, scheme for establishing the Board of Directors, Reward and Disciplinary Council for the new term.

2. Within seven working days from the date of receipt of the document from the Board of Directors of the Bar Association, the Vietnam Bar Federation shall provide comments on the plan for organizing the Term Congress, scheme for establishing the Board of Directors, Reward and Disciplinary Council for the new term. Within fifteen days from the date of receipt of the Vietnam Bar Federation’s agreement, the People's Committee of the province or centrally governed city shall consider and approve the plan for organizing the Term Congress, scheme for establishing the Board of Directors, Reward and Disciplinary Council for the new term of the Bar Association.

1. The contents of approving the results of the Lawyer Congress include:

a) The results of electing the Board of Directors, Director, Reward and Disciplinary Council of the Bar Association;

b) The Resolution of the Term Congress or Congress to remove and elect a new or substitute Director, to elect additional members of the Board of Directors, Reward and Disciplinary Council of the Bar Association.

2. Within seven working days from the end of the Congress, the Board of Directors of the Bar Association must submit to the People's Committee of the province or centrally governed city a report on the results of the Congress, along with the election minutes, list of the Director and members of the Board of Directors, Reward and Disciplinary Council of the Bar Association, and the Congress Resolution. Within seven working days from the date of receipt of the report on the results of the Congress, the People's Committee of the province or centrally governed city shall approve the results of the Congress.

3. Election results will be refused approval in the following cases:

a) The election process and procedures do not ensure legality, democracy, transparency, and openness as prescribed by law and the Charter of the Vietnam Bar Federation;

b) The elected leadership positions do not meet the standards stipulated in the Charter of the Vietnam Bar Federation.

4. The Congress Resolution will be refused approval in the following cases:

a) It contains provisions contrary to the Constitution, laws, and the Charter of the Vietnam Bar Federation;

b) The process and procedures for adopting the Resolution do not ensure legality, democracy, transparency, and openness as prescribed by law and the Charter of the Vietnam Bar Federation.

5. Within sixty days from the date of receipt of the notification of refusal to approve the results of the Congress, the Board of Directors of the Bar Association must organize another Congress to conduct elections and adopt, amend the Resolution in accordance with the law and the Charter of the Vietnam Bar Federation.

6. In the case of organizing a Congress to remove and elect a new or substitute Director, to elect additional members of the Board of Directors, Reward and Disciplinary Council of the Bar Association, the Bar Association shall implement the reporting of the Congress results according to the provisions of Clause 2 of this Article.

1. Annually, the Bar Association shall be responsible for submitting to the People's Committee of the province or centrally governed city, the Vietnam Bar Federation, and concurrently to the Department of Justice, a report on the organizational and operational situation of the Bar Association. The time limit and period for reporting shall be carried out in accordance with the regulations of the Ministry of Justice.

In addition to annual reports, the Bar Association shall submit reports upon request of the Ministry of Justice, the People's Committee of the province or centrally governed city, or the Vietnam Bar Federation.

2. The Board of Directors of the Bar Association shall be responsible for submitting to the People's Committee of the province or centrally governed city, and the Vietnam Bar Federation, within seven working days from the date of issuance, the regulations, decisions, and resolutions of the Bar Association.

1. The Bar Association shall be dissolved in the following cases:

a) When it no longer has at least three member lawyers;

b) When it fails to organize a Congress as prescribed in Clause 5 of Article 21 of this Decree;

c) When the activities of the Bar Association seriously violate laws, the Charter of the Vietnam Bar Federation, and adversely affect national security, public order, social safety, infringe upon the interests of the State, public interest, and the legitimate rights and interests of agencies, organizations, and individuals.

2. In the case where the Bar Association is dissolved according to the provisions of Clause 1 of this Article, the Chairman of the People's Committee of the province or centrally governed city shall decide to dissolve the Bar Association after reaching consensus with the Minister of Justice and the Chairman of the Vietnam Bar Federation.

The establishment of the Bar Association again shall be carried out in accordance with the provisions of Article 60 of the Lawyers Law.

Section 2
VIETNAM BAR FEDERATION

Article 24. Approval of the Charter of the Vietnam Bar Federation

1. Within seven working days from the date the Charter of the Vietnam Bar Federation is adopted, the National Bar Council shall submit to the Ministry of Justice a dossier requesting approval of the Charter. The dossier includes:

a) A document requesting approval of the Charter;

b) The Charter and minutes of the adoption of the Charter;

c) Report on the results of the Congress; results of electing the National Bar Council, Standing Committee, Chairperson, and Deputy Chairpersons of the Vietnam Bar Federation;

d) Resolution of the Congress.

2. Within thirty days from the date of receiving a complete and valid dossier, the Minister of Justice shall decide to approve the Charter of the Vietnam Bar Federation after reaching consensus with the Minister of Home Affairs; in case of refusal, a written notification must be issued stating the reasons.

3. The Charter of the Vietnam Bar Federation shall be refused approval in the following cases:

a) Containing contents contrary to the Constitution, the Lawyers Law, related laws, codes, ordinances, and this Decree;

b) The process and procedures for adopting the Charter do not ensure legality, democracy, transparency, and openness as prescribed by law.

4. In the event that the Charter of the Vietnam Bar Federation is refused approval, the National Bar Council must organize the amendment of the Charter's content or reorganize the Congress to adopt the Charter in accordance with the law.

5. When there are amendments or supplements to the content of the Charter of the Vietnam Bar Federation, within seven working days from the date of adoption of the amended and supplemented Charter, the National Bar Council shall submit to the Ministry of Justice a document requesting approval along with the amended and supplemented Charter; minutes of the adoption of the amended and supplemented Charter, and the Resolution of the Congress.

The approval of the amended and supplemented Charter shall be carried out in accordance with the provisions of this Article.

1. Annually, the Vietnam Bar Federation shall be responsible for submitting to the Ministry of Justice a report on the organization and activities of lawyers and bar associations throughout the country and the Vietnam Bar Federation. The deadlines and periods for reporting shall be carried out in accordance with the regulations of the Ministry of Justice.

In addition to annual reports, the Vietnam Bar Federation shall submit reports on the results of the Congress term and other reports as required by the Ministry of Justice.

2. The Vietnam Bar Federation shall be responsible for submitting to the Ministry of Justice its regulations, decisions, and resolutions within seven working days from the date of issuance.

Chapter V
PRACTICE OF FOREIGN LEGAL PRACTITIONER ORGANIZATIONS

FOREIGN COUNTRIES, FOREIGN LAWYERS IN VIETNAM

Article 26. Name of Foreign Legal Practitioner Organizations in Vietnam

1. The name of a branch of a foreign legal practitioner organization in Vietnam must include the phrase "Branch," the name of the foreign legal practitioner organization, and the name of the province or centrally governed city where the branch is permitted to be established.

2. The name of a wholly foreign-owned law firm in Vietnam must include the phrase "Limited Liability Law Firm" and the name of the foreign legal practitioner organization.

3. The name of a joint venture law firm between a foreign legal practitioner organization and a Vietnamese legal practitioner organization shall be agreed upon by the parties but must include the phrase "Limited Liability Law Firm."

4. The name of a partnership law firm between a foreign legal practitioner organization and a Vietnamese partnership law firm shall be agreed upon by the parties but must include the phrase "Partnership Law Firm."

Article 27. Application for Establishment of a Branch of a Foreign Legal Practitioner Organization

An application for establishing a branch of a foreign legal practitioner organization shall contain the following main contents:

1. Name, nationality, and headquarters address of the foreign legal practitioner organization;

2. NAME OF THE BRANCH;

3. Field of practice of the branch;

4. Duration of operation of the branch;

5. Location of the branch's headquarters;

6. Name and surname of the lawyer appointed by the foreign legal practitioner organization to serve as the Branch Manager, accompanied by documentation proving that the lawyer has practiced as a lawyer for at least two consecutive years;

7. Commitment of the foreign legal practitioner organization to have at least two foreign lawyers, including the Branch Manager, present and practicing in Vietnam. Each foreign lawyer must spend at least 183 days practicing in Vietnam within a continuous period of twelve months.

In cases where a foreign legal practitioner organization establishes multiple branches in Vietnam, the total number of foreign lawyers present and practicing in Vietnam shall comply with this provision;

8. Proposed plan for the branch's operations in Vietnam.

Article 28. Application for Establishment of a Foreign Law Firm

An application for establishing a foreign law firm shall contain the following main contents:

1. Name, nationality, and headquarters address of the foreign legal practitioner organization; name and headquarters address of the Vietnamese legal practitioner organization for a limited liability law firm under a joint venture form and a partnership law firm between a foreign legal practitioner organization and a Vietnamese partnership law firm;

2. Name of the foreign law firm;

3. Field of practice of the foreign law firm;

4. Duration of operation of the foreign law firm;

5. Location of the foreign law firm's headquarters;

6. Name and surname of the lawyer appointed to serve as the Managing Director of the foreign law firm, accompanied by documentation proving that the lawyer has practiced as a lawyer for at least two consecutive years;

7. Commitment of the foreign legal practitioner organization to have at least two foreign lawyers, including the Managing Director of the foreign law firm, present and practicing in Vietnam. Each foreign lawyer must spend at least 183 days practicing in Vietnam within a continuous period of twelve months.

In cases where a foreign law firm in Vietnam establishes multiple branches in Vietnam, the total number of foreign lawyers present and practicing in Vietnam shall comply with this provision;

8. Proposed plan for the foreign law firm's operations in Vietnam.

Article 29. Language Used and Legalization of Consular Documents

1. Applications for establishing foreign branch offices, foreign law firms, and applications for issuing licenses to foreign lawyers practicing in Vietnam must be in Vietnamese. If accompanying documents are in a foreign language, they must be translated into Vietnamese and the translations must be notarized and certified in accordance with Vietnamese law.

2. Documents issued or notarized abroad by foreign authorities or organizations must be legalized in accordance with Vietnamese law, except where exemption from legalization is provided for under international treaties to which the Socialist Republic of Vietnam is a party.

Article 30. Announcing Establishment of Foreign Law Firms in Vietnam

Within fifteen days from the date of issuance of the registration certificate, foreign law firms operating in Vietnam must publish their establishment in three consecutive local or central newspapers; and notify in writing the local tax authority where the firm's headquarters is located about the following main contents:

1. The name and address of the headquarters of the foreign law firm in Vietnam;

2. Scope of practice;

3. The full name of the Branch Manager or Managing Director of the foreign law firm.

Article 31. Scope of Practice of Foreign Law Firms in Vietnam and Vietnamese Lawyers Working for Foreign Law Firms in Vietnam

1. The scope of practice of foreign law firms in Vietnam shall be carried out in accordance with Article 70 of the Lawyers Law, wherein foreign law firms in Vietnam shall not:

a) Authenticate copies or translations of documents issued by Vietnamese state agencies or organizations;

b) Carry out procedures related to adoption, marriage, civil status, and Vietnamese citizenship;

c) Provide notary services, judicial scrivener services, and other legal services that according to Vietnamese law can only be provided by Vietnamese law firms, Vietnamese notary organizations, and Vietnamese judicial scrivener organizations.

2. Vietnamese lawyers working for foreign law firms in Vietnam shall not provide the services specified in Clause 1 of this Article.

Article 32. Merger of Foreign Law Firms

1. Two or more wholly foreign-owned limited liability law firms may agree to merge into a new wholly foreign-owned limited liability law firm.

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

Two or more partnership law firms between foreign law firms and Vietnamese partnership law firms may agree to merge into a new partnership law firm between a foreign law firm and a Vietnamese partnership law firm.

2. The merger documents of law firms shall be submitted to the Ministry of Justice. The documents include:

a) A request for merger of law firms;

b) The merger agreement, which must clearly specify the procedures, deadlines, and conditions for the merger; labor utilization plans; and the succession of all rights and obligations of the merged law firms;

c) Licenses to establish the merged law firms;

d) The charter of the merged law firm.

Within ten days from the receipt of complete documents, the Ministry of Justice decides to approve the merger by issuing a license to establish the merged foreign law firm; if rejected, it must notify in writing and specify the reasons.

3. Procedures for registering operations, publishing announcements regarding the establishment of the merged foreign law firm shall be carried out in accordance with Article 79 of the Lawyers Law and Article 30 of this Decree.

4. After the merged foreign law firm has been issued a business registration certificate, the merged foreign law firms cease operations. The merged law firm enjoys all legitimate rights and benefits, bears responsibility for all outstanding debts, ongoing legal service contracts, labor contracts signed with lawyers and other employees, and other property obligations of the merged law firms.

Article 33. Merger of foreign law firms

1. One or more wholly foreign-owned limited liability law firms may merge into another wholly foreign-owned limited liability law firm.

One or more joint venture limited liability law firms may merge into another joint venture limited liability law firm.

One or more partnership law firms between foreign lawyer practice organizations and Vietnamese partnership law firms may agree to merge into another partnership law firm between foreign lawyer practice organizations and Vietnamese partnership law firms.

2. The merger dossier of law firms shall be submitted to the Ministry of Justice. The dossier includes:

a) A request for absorption of law firms;

b) The merger agreement of law firms, which must clearly stipulate the procedures, deadlines, and conditions for the merger; the labor utilization plan; the succession of all rights and obligations of the merged law firms;

c) The business registration certificates of the law firms being merged and the law firm receiving the merger.

Within ten days from the date of receipt of a valid merger dossier of foreign law firms, the Ministry of Justice decides to approve the merger; in case of refusal, it must notify in writing and specify the reasons.

3. The foreign law firm receiving the merger does not need to register its operation but only needs to process the change of content in the business registration certificate according to Article 80 of the Lawyers Law.

4. The law firm receiving the merger enjoys all legitimate rights and benefits, bears responsibility for all outstanding debts, ongoing legal service contracts, employment contracts signed with lawyers and employees, and other property obligations of the merged law firms.

Article 34. Conversion of Branches of Foreign Lawyer Practice Organizations into Wholly Foreign-Owned Limited Liability Law Firms in Vietnam

1. Branches of foreign lawyer practice organizations in Vietnam may be converted into wholly foreign-owned limited liability law firms in Vietnam based on the succession of all rights and obligations of the old branches.

The application dossier for converting branches of foreign lawyer practice organizations in Vietnam into wholly foreign-owned limited liability law firms in Vietnam shall be submitted to the Ministry of Justice. The dossier includes:

a) The conversion request of the foreign lawyer practice organization, which clearly states the commitment of the foreign lawyer practice organization regarding the succession of all rights and obligations of the branches being converted;

b) A draft Charter of the wholly foreign-owned limited liability law firm;

c) Copies of the business registration certificates and business registration certificates of the branches being converted;

d) List of lawyers expected to work at the wholly foreign-owned limited liability law firm;

đ) Copies of documents proving the office location in case of changes in the office location.

Within thirty days from the date of receipt of a complete and valid dossier, the Ministry of Justice decides to issue the business registration certificate for the wholly foreign-owned limited liability law firm in Vietnam; in case of refusal, it must notify in writing and specify the reasons.

2. The registration procedure, publication, and announcement of the establishment of the wholly foreign-owned limited liability law firm shall be carried out according to Article 79 of the Lawyers Law and Article 30 of this Decree.

Article 35. Conversion of Foreign Law Firm into Vietnamese Law Firm

1. A foreign law firm with 100% foreign capital, a joint venture limited liability foreign law firm, and a partnership between a foreign lawyer organization and a Vietnamese partnership law firm (hereinafter referred to collectively as a foreign law firm) may be converted into a Vietnamese law firm on the basis of inheriting all rights and obligations of the foreign law firm.

The name of the converted Vietnamese law firm must comply with the provisions of Clause 5, Article 34 of the Lawyers Law and shall not be identical to the name of the converted foreign law firm.

2. The application for conversion of a foreign law firm shall be submitted to the Ministry of Justice. The application includes:

a) Request for conversion from the foreign law firm;

b) Agreement on conversion between the foreign law firm and the Vietnamese party, specifying the Vietnamese party's commitment to inherit all rights and obligations of the converted foreign law firm;

c) Draft Articles of Association of the Vietnamese law firm;

d) List of members or owner lawyers of the Vietnamese law firm; copies of Lawyer Cards of owner lawyers or member lawyers of the Vietnamese law firm;

đ) License for establishment of the converted foreign law firm.

3. Within thirty days from the date of receipt of complete and valid documents, the Ministry of Justice shall issue a written approval for the conversion; in case of refusal, it must notify in writing and specify the reasons.

4. Within fifteen days from the date of receiving the written approval of the Ministry of Justice, the converted Vietnamese law firm must complete the registration procedures for the conversion at the Department of Justice of the province or centrally administered city where the foreign law firm operates.

The registration documents for the operation of the converted Vietnamese law firm include:

a) Request for conversion;

b) Approval document of the Ministry of Justice;

c) Draft Articles of Association of the converted Vietnamese law firm.

Within seven working days from the date of receipt of complete and valid documents, the Department of Justice shall issue the Business Registration Certificate for the converted Vietnamese law firm.

5. The foreign law firm ceases operations from the date the converted Vietnamese law firm receives its Business Registration Certificate.

6. The procedure for announcing the registration content of the converted Vietnamese law firm shall be carried out in accordance with Article 38 of the Lawyers Law.

Article 36. Procedures for Registration of Changes to the Branch Establishment License of a Foreign Law Firm

1. Within thirty days from the date of receipt of the approval document for changes to the branch establishment license of a foreign law firm, the branch or foreign law firm must register the change at the Department of Justice in the locality where the headquarters is located.

2. The documents for registering changes include:

a) Request for change in registration activities of the branch or foreign law firm;

b) Copy of the establishment license of the branch or foreign law firm;

c) Approval document for changes to the establishment license issued by the Ministry of Justice.

3. Within five working days from the date of receipt of complete and valid documents, the Department of Justice shall complete the registration of changes to the Business Registration Certificate by issuing a new Business Registration Certificate for the branch or foreign law firm; in case of refusal, it must notify in writing and specify the reasons.

Article 37. Procedures for Registering the Operations of Foreign Law Firm Branches in Vietnam

1. The registration dossier for the operations of foreign law firm branches in Vietnam shall include:

a) A request for registration of the operations of foreign law firm branches in Vietnam;

b) A copy of the License for Establishing a Branch of a Foreign Law Firm in Vietnam;

c) Documents proving the headquarters of the foreign law firm branch in Vietnam.

2. Within seven working days from the date of receiving a complete and valid dossier, the Department of Justice shall issue a Registration Certificate for the operations of foreign law firm branches in Vietnam; in case of refusal, it must notify in writing and specify the reasons.

Article 38. Suspension of Operations of Branches and Foreign Law Firms

1. Branches and foreign law firms have the right to suspend their operations but must report in writing about the suspension and resumption of operations to the Ministry of Justice, the Department of Justice, and the local tax authority where they are registered at least thirty days before the date of suspension or resumption of operations. The period of suspension of operations shall not exceed two years.

2. Reports on the suspension of operations shall contain the following main contents:

a) Name of the branch, foreign law firm;

b) Number, date, month, year of issuance of the License for Establishing the branch, foreign law firm;

c) Headquarters address;

d) Duration of temporary suspension, start date and end date of the temporary suspension period;

đ) Reasons for the temporary suspension of operations;

e) Report on debt payment and resolution of legal service contracts signed with clients and labor contracts signed with lawyers and other employees of the branch, foreign law firm.

3. During the period of suspension of operations, foreign law firm branches must pay all outstanding taxes, continue to settle other debts, complete the execution of labor contracts signed with employees, except in cases of other agreements.

For legal service contracts signed with clients but not yet completed, agreement with the client regarding the execution of such legal service contracts must be reached.

4. In the event that a foreign law firm suspends its operations, its branches must also suspend their operations.

Article 39. Termination of Operations of Branches and Foreign Law Firms

1. Branches and foreign law firms terminate their operations when their establishment licenses are revoked according to Article 40 of this Decree.

2. In cases of voluntary termination of operations as stipulated in Point a, Clause 1, Article 40 of this Decree, at least thirty days before the anticipated termination date, branches and foreign law firms must notify in writing about the termination of operations to the Ministry of Justice, the Department of Justice, and the local tax authority where their headquarters are located.

Before the termination date, branches and foreign law firms must pay all outstanding taxes, settle all other debts; complete the procedures for terminating labor contracts signed with lawyers and other employees; resolve all legal service contracts signed with clients, except in cases of other agreements.

Branches and foreign law firms must report in writing to the Ministry of Justice, the Department of Justice, and the local tax authority where their headquarters are located about the completion of the aforementioned procedures; return the Establishment License to the Ministry of Justice, the Registration Certificate for Operations to the Department of Justice, and return the seal to the competent authority that issued and registered its use.

Within fifteen days from the date of receipt of the written report from the branches and foreign law firms, the Ministry of Justice shall decide on the termination of operations of the branches and foreign law firms.

3. In cases of termination of operations due to revocation of the establishment license as stipulated in Points b, c, d, and đ, Clause 1, Article 40 of this Decree, within sixty days from the date of the decision to revoke the establishment license, branches and foreign law firms must pay all outstanding taxes, settle all other debts; complete the procedures for terminating labor contracts signed with lawyers and other employees; resolve all legal service contracts signed with clients, except in cases of other agreements.

Branches and foreign law firms must report in writing to the Ministry of Justice, the Department of Justice, and the local tax authority where their headquarters are located about the completion of the aforementioned procedures; return the Establishment License to the Ministry of Justice, the Registration Certificate for Operations to the Department of Justice, and return the seal to the competent authority that issued and registered its use.

Article 40. Revocation of the Establishment Permit of Foreign Law Firm Branches and Foreign Law Firms

a) Voluntarily ceasing operations in Vietnam;

b) Being administratively punished with the revocation of the right to use the establishment permit according to the laws on handling administrative violations;

c) Failing to register for tax code within one year from the date of issuance of the establishment permit;

d) Not operating at the registered office for a continuous period of six months from the date of issuance of the Registration Certificate for Legal Practice Operations;

d) Expiring the temporary suspension period as stipulated in Clause 1, Article 38 of this Decree without resuming operations or failing to report on continued suspension.

2. The Ministry of Justice shall decide to revoke the establishment permit of foreign law firm branches and foreign law firms.

3. The Department of Justice shall decide to revoke the business registration certificate of foreign law firm branches and foreign law firms and monitor and supervise these entities in implementing the procedures prescribed in Clauses 2 and 3, Article 39 of this Decree.

Article 41. Revocation of the Practice Permit in Vietnam of Foreign Lawyers

a) Not meeting the conditions for practicing in Vietnam as provided for in Article 74 of the Lawyer Law;

b) Being administratively punished with the revocation of the right to use the practice permit in Vietnam according to the laws on handling administrative violations;

c) Being criminally prosecuted;

d) Ceasing to practice as a lawyer in Vietnam according to their own will.

2. The Ministry of Justice shall decide to revoke the practice permit in Vietnam of foreign lawyers.

Article 42. Notification Regarding Violation of Vietnamese Lawyer Professional Ethics and Conduct Rules by Foreign Lawyers

1. When discovering that a foreign lawyer has violated the Vietnamese Lawyer Professional Ethics and Conduct Rules, the Department of Justice where the foreign lawyer practices shall request the Ministry of Justice to notify the foreign law firm organization that sent the foreign lawyer to practice in Vietnam or the Vietnamese law firm organization that hired the lawyer.

2. If a foreign lawyer repeatedly violates the provisions set out in Clause 1 of this Article, the Department of Justice where the foreign lawyer practices shall request the Ministry of Justice to consider revoking or not extending the practice permit of the foreign lawyer.

Chapter VI
IMPLEMENTING PROVISIONS

1. The Charter of the Bar Association approved according to the Lawyer Law No. 65/2006/QH11 shall continue to be applied until the Charter of the Federation of Vietnamese Lawyers provided for in Article 67 of the Lawyer Law is approved by the competent authority, except for contents contrary to the law and the Charter of the Federation of Vietnamese Lawyers.

2. The framework training program for lawyers issued together with Decision No. 90/2008/QD-BTP dated January 21, 2008 of the Minister of Justice shall continue to be applied until the new framework training program provided for in Article 12 of the Lawyer Law is issued by the Minister of Justice; those who participate in the six-month lawyer vocational training program must undergo a 18-month lawyer vocational internship.

Article 44. Effective date of implementation

This Decree takes effect from November 28, 2013.

Decree No. 28/2007/NĐ-CP dated February 26, 2007 of the Government detailing and guiding the implementation of certain provisions of the Lawyer Law, Decree No. 131/2008/NĐ-CP dated December 31, 2008 guiding the implementation of provisions of the Lawyer Law on the organization of lawyer social-professional associations, and Articles 3 and 5 of Decree No. 05/2012/NĐ-CP dated February 2, 2012 amending and supplementing some articles of decrees on registration of security transactions, legal aid, lawyers, and legal consultation shall cease to be effective from the date this Decree takes effect.

Article 45. Responsibility for Implementation

Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairpersons of provincial People's Committees directly under the central government, and Chairperson of the Federation of Vietnamese Lawyers are responsible for enforcing this Decree.

The Minister of Justice is responsible for guiding the implementation of Article 4, Article 22, and Article 25 of this Decree./.