Decree No. 28/2007/ND-CP detailing and guiding the implementation of certain provisions of the Lawyer Law

DECREE

Detailed regulations and guidance on implementing certain provisions of the Lawyer Law

___________________

THE GOVERNMENT

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

Based on the Lawyer Law No. 65/2006/QH11 dated June 29, 2006;

Based on Resolution No. 65/2006/QH11 dated June 29, 2006 of the National Assembly regarding the implementation of the Lawyer Law;

Considering the proposal of the Minister of Justice,

DECREE:

PART I

LAWYER STANDARDS

Article 1. Bachelor's degree in law

The person holding a bachelor's degree in law as stipulated in Article 10 of the Lawyer Law is a person who has graduated from a university majoring in law issued by a Higher Education Institution in Vietnam or a bachelor's degree in law issued by a foreign Higher Education Institution and recognized in Vietnam according to the regulations of the Ministry of Education and Training and international treaties to which the Socialist Republic of Vietnam is a party.

Article 2. Legal practice training institution

1. The legal practice training institution under the Ministry of Justice and the legal practice training institution under the National Bar Association have the responsibility to train legal practitioners.

2. A training institution that meets the following criteria may provide legal practice training:

a) Having a management staff and teaching staff sufficient in number and structured appropriately, with good moral character and educational qualifications, ensuring the achievement of the training objectives and program for legal practice;

b) Having a training program and textbooks consistent with the framework program for legal practice training;

c) Having premises, financial resources, and equipment for teaching and learning.

The Minister of Justice shall provide detailed guidelines on the standards and procedures for establishing legal practice training institutions.

3. Only a Certificate of Completion of Legal Practice Training issued by a legal practice training institution under the Ministry of Justice, the National Bar Association, or a foreign legal practice training institution, recognized by the Minister of Justice, shall be valid as provided for in Article 12 of the Lawyer Law.

Chapter II

LEGAL PRACTICE ORGANIZATIONS

Article 3. Application for registration of legal practice organizations

An application for registration of a legal practice organization includes the following main contents:

1. Name of the law firm, legal company;

2. Address of the headquarters;

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

4. Full name of the legal representative (for a limited liability legal company with two or more members and a partnership legal company);

5. Scope of practice.

The Ministry of Justice shall prescribe the form of the application for registration of a legal practice organization.

Article 4. Articles of Association of a Legal Company

The articles of association of a legal company include the following main contents:

1. Name, address of the headquarters;

2. Type of legal company;

3. Scope of practice;

4. Full name and permanent address of the sole owner lawyer (for a limited liability legal company with one member) or the member lawyers (for a limited liability legal company with two or more members and a partnership legal company);

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

6. Capital contribution of the member lawyers (for a limited liability legal company with two or more members);

7. Conditions and procedures for joining or withdrawing from the list of member lawyers (for a limited liability legal company with two or more members and a partnership legal company);

8. Organizational structure, management, and operation;

9. Procedure for passing decisions and resolutions; principles for resolving internal disputes;

10. Principles for profit distribution and the responsibilities of the member lawyers towards the company's obligations (for a limited liability legal company with two or more members and a partnership legal company);

11. Circumstances for temporary suspension, cessation of operations, and liquidation procedures;

12. Procedures for amending and supplementing the articles of association of a legal company.

The articles of association of a law firm must bear the signature of the owner lawyer or of all member lawyers.

Article 5. Registration for the operation of a legal practice organization

1. A sole-member limited liability law firm office or a sole-member limited liability law company shall register its operations with the Department of Justice at the locality where the Bar Association is located to which the head of the law firm office or the director of the law company belongs.

A partnership law firm or a limited liability law company with two or more members, all of whom are members of the same Bar Association, shall register its operations with the Department of Justice at the locality where that Bar Association is located.

A partnership law firm or a limited liability law company with two or more members who are members of different Bar Associations shall register its operations with the Department of Justice at the locality where the company's headquarters is located.

2. The procedures for registering the operations of a legal practice organization shall be carried out in accordance with Article 35 of the Lawyer Law.

3. The registration certificate for a law firm office or a law company shall be made in two copies; one copy shall be issued to the law firm office or law company, and the other copy shall be kept at the Department of Justice.

4. Within seven days from the date of issuance of the registration certificate for the law firm office or law company, the Department of Justice shall send a copy of the registration certificate to the local tax authority and the Ministry of Justice.

5. The law firm office or law company must pay the registration fee according to the business registration fee rate for enterprises.

6. After being issued the registration certificate, the law firm office or law company may engrave and use its own seal in accordance with the law on seals.

Article 6. Registration Certificate for Legal Practice Organizations

The registration certificate for a legal practice organization shall contain the following main contents:

1. Name, address of the headquarters;

2. Scope of practice;

3. Name and address of the legal representative;

4. Name and residential address of member lawyers.

The Ministry of Justice shall prescribe the model of the registration certificate for legal practice organizations.

, Clause 1, Clause 2 Article 7a of this Regulation.. Registration for the operation of a branch of a legal practice organization

1. The procedures for registering the operations of a branch of a legal practice organization shall be carried out in accordance with Article 41 of the Lawyer Law. Within seven days from the date of issuance of the registration certificate for the branch, the legal practice organization must submit a written notice to the Department of Justice at the location of the office or company headquarters and the Bar Association at the location of the branch headquarters.

2. When registering the operations of a branch, a law firm office or a law company must pay the registration fee according to the establishment branch registration fee rate for enterprises.

3. After being issued the registration certificate, the branch of a legal practice organization may use its own seal in accordance with the law on seals.

Article 8. Conversion of Limited Liability Law Companies

1. A sole-member limited liability law company may convert to a limited liability law company with two or more members. A limited liability law company with two or more members may convert to a sole-member limited liability law company.

2. In the case of converting from a sole-member limited liability law company to a limited liability law company with two or more members or from a limited liability law company with two or more members to a sole-member limited liability law company, the director of the law company must submit the conversion file to the Department of Justice at the location where the company has registered its operations. The conversion file includes:

a) A request for conversion stating clearly the purpose and reason for the conversion;

b) A draft of the articles of association of the new law company;

c) A list of members or the owner lawyer of the new law company;

d) The registration certificate already issued.

3. Within seven working days from the date of receipt of the complete conversion file or documents as stipulated in Clause 2 of this Article, the Department of Justice must issue the registration certificate for the limited liability law company in accordance with the Lawyer Law.

Article 9. Hiring Foreign Lawyers to Work for Legal Practice Organizations

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

Within seven working days from the date of signing the contract to hire a foreign lawyer, the legal practice organization must submit a written notice to the Department of Justice at the location of its registered operations along with the contract to hire the foreign lawyer.

Within seven working days from the date of termination of the contract to hire a foreign lawyer, the legal practice organization must submit a written notice to the Department of Justice at the location of its registered operations.

Chapter III

REMUNERATION OF LAWYERS PARTICIPATING IN CRIMINAL PROCEEDINGS

Article 10. Ceiling of remuneration for lawyers participating in criminal proceedings

1. The remuneration for lawyers participating in criminal proceedings shall be agreed upon between the client and the law firm office, law company, or individual lawyer practicing based on the grounds stipulated in Clause 1 of Article 55 of the Lawyer Law and shall be calculated per hour or as a lump sum per case, but the highest amount converted to hourly rates shall not exceed 100,000 VND per hour of work by the lawyer.

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

2. It is encouraged for law firm offices, law companies, or individual lawyers practicing to waive or reduce the remuneration for lawyers for the poor and policy beneficiaries.

Article 11. Remuneration and expenses for lawyers when participating in proceedings at the request of judicial authorities

1. For cases requested by judicial authorities, the remuneration paid to the lawyer is 120,000 VND per day of work by the lawyer.

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 circumstances related to defense;

c) Time spent studying files and preparing materials at judicial authorities;

d) Time spent participating in court sessions;

đ) Reasonable time spent to carry out participation in proceedings at the request of judicial authorities.

The working hours of the lawyer must be confirmed directly by the prosecution agency or the person conducting the proceedings who is responsible for resolving the case.

3. In addition to the fee, during the preparation and participation in the defense at the trial, the lawyer shall be reimbursed for travel expenses and accommodation costs according to the current regulations on travel allowances for state officials and civil servants traveling within the country.

4. The prosecution agency that has requested the lawyer to participate in the proceedings shall be responsible for paying the fee and other expenses as stipulated in Clause 1 and Clause 3 of this Article in accordance with the State's regulations. The funding for these payments shall be budgeted annually in the prosecution agency's budget.

5. Apart from the fee and expenses paid by the prosecution agency, the lawyer shall not demand any additional payment from the defendant, accused, or their relatives.

Chapter IV

ESTABLISHMENT AND DISSOLUTION OF BAR ASSOCIATIONS

Article 12. Establishment of Bar Associations

1. A Bar Association may be established in each province or centrally governed city when there are three or more persons holding a Legal Practice Certificate.

2. The documents required for establishing a Bar Association include:

a) Application for establishment;

b) List of founding members;

c) Copies of the Legal Practice Certificates of the founding members;

d) Draft Charter of the Bar Association.

3. Within fifteen days from receiving the application, the People's Committee of the province or centrally governed city shall send a document to the Ministry of Justice regarding the establishment of the Bar Association in the locality. After obtaining the written agreement of the Minister of Justice, the Chairman of the People's Committee of the province or centrally governed city shall decide to allow the establishment of the Bar Association; in case of refusal, the reasons must be communicated in writing to the applicant. The person refused has the right to appeal in accordance with the law.

4. The Department of Justice shall be responsible for assisting the People's Committee of the province or centrally governed city in guiding and implementing the procedures for establishing the Bar Association.

Article 13. Dissolution of Bar Associations

A Bar Association shall be dissolved if it falls under any of the following circumstances:

1. It no longer has three lawyers;

2. It seriously violates the law.

The People's Committee of the province or centrally governed city shall decide to dissolve the Bar Association after reaching an agreement with the Minister of Justice. The Department of Justice shall be responsible for assisting the People's Committee of the province or centrally governed city in guiding and implementing the procedures for dissolving the Bar Association.

Chapter V

PRACTICE OF FOREIGN LAW FIRMS AND FOREIGN LAWYERS IN VIETNAM

Article 14. Name of foreign law firms in Vietnam

1. The name of a branch of a foreign law firm in Vietnam 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 located.

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

3. The name of a joint venture law firm between a foreign law firm and a Vietnamese law firm must include the term "Limited Liability Law Firm" and be agreed upon by the parties involved.

Article 15. Application for establishment of a branch

An application for establishment of a branch includes the following main contents:

1. The name, nationality, and headquarters address of the foreign law firm;

2. The name of the branch;

3. The scope of practice of the branch;

4. The duration of operation of the branch;

5. The location of the branch's headquarters;

6. The name of the lawyer appointed by the foreign law firm to serve as the Branch Manager.

Article 16. Application for establishment of a foreign law firm

An application for establishment of a foreign law firm includes the following main contents:

1. The name, nationality, and headquarters address of the foreign law firm; the name and headquarters address of the Vietnamese law firm for joint ventures;

2. The name of the foreign law firm;

3. The scope of practice of the foreign law firm;

4. The duration of operation of the foreign law firm;

5. The location of the foreign law firm's headquarters;

6. The name of the lawyer appointed to serve as the Director of the foreign law firm.

Article 17. Language usage and consular legalization

1. Applications for establishment of branches, establishment of foreign law firms in Vietnam, and applications for issuance of a Practice Permit in Vietnam by foreign lawyers must be submitted in Vietnamese. Documents attached to the application if in a foreign language must be translated into Vietnamese and the translation must be certified in accordance with Vietnamese law.

2. Documents issued by foreign agencies or organizations or notarized or certified abroad must be legalized in accordance with Vietnamese law, except in cases exempted from consular legalization under international treaties to which the Socialist Republic of Vietnam is a party.

Article 18. Announcing the Establishment of Foreign Law Practice Organizations in Vietnam

Within fifteen days from the date of issuance of the Business Registration Certificate, foreign law practice organizations in Vietnam must publish in local newspapers or central newspapers for three consecutive issues; notify in writing to the Bar Association and the Tax Authority of the locality where the organization's headquarters is located about the following main contents:

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

2. Scope of practice;

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

Article 19. Merger of foreign law firms

Two or more foreign law firms may agree to merge into a new foreign law firm.

The merger procedures are stipulated as follows:

1. The foreign law firms prepare the merger agreement and the establishment agreement of the new foreign law firm. The merger agreement must include provisions on the merger procedures and conditions; labor utilization plan; time limit, procedures, and conditions for asset conversion; time limit for implementing the merger.

Within ten days from the date of receipt of the merger application and valid documents, the Ministry of Justice shall issue a decision approving the merger in the form of issuing a License for the establishment of a new foreign law firm; in case of refusal, the reasons must be notified in writing.

2. The registration procedures, publication, and notification of the establishment of the new foreign law firm shall be carried out according to the provisions of Article 79 of the Lawyers Law and Article 18 of this Decree.

3. After the new foreign law firm has been issued the Business Registration Certificate, the old foreign law firms cease to exist. The new foreign law firm enjoys all legitimate rights and benefits, bears responsibility for unpaid debts, ongoing legal service contracts, signed employment contracts with lawyers and employees, and other property obligations of the merged foreign law firms.

Article 20. Absorption of foreign law firms

One or more foreign law firms may be absorbed into another foreign law firm.

The absorption procedures of foreign law firms are stipulated as follows:

1. The related foreign law firms prepare the absorption agreement. The absorption agreement must include provisions on the labor utilization plan; time limit, procedures, and conditions for asset conversion; procedures and time limit for implementing the absorption.

2. The foreign law firm receiving the absorption does not need to register its operations but only needs to complete the procedure to change the content of the establishment license according to the provisions of Article 80 of the Lawyers Law.

The foreign law firm receiving the absorption enjoys all legitimate rights and benefits, bears responsibility for unpaid debts, ongoing legal service contracts, signed employment contracts with lawyers and employees, and other property obligations of the absorbed foreign law firms.

Article 21. Suspension of Operations

1. Foreign law practice organizations in Vietnam suspend operations in the following cases:

a) Self-determination to suspend operations;

b) Being administratively punished with a suspension of operations for a limited period.

2. In the case where a foreign law practice organization in Vietnam suspends operations as provided for in point a, Clause 1 of this Article, it must notify in writing to the Ministry of Justice at least thirty days before the expected date of suspension of operations.

A foreign law practice organization in Vietnam can suspend operations from the date of approval by the Ministry of Justice.

3. At least fifteen days from the date of approval by the Ministry of Justice or the decision on suspension of operations for a limited period, the foreign law practice organization in Vietnam must notify in writing about the suspension of operations to the Department of Justice, the Bar Association, and the tax authority of the locality where the headquarters is located.

4. During the suspension period, the foreign law practice organization in Vietnam must pay off all outstanding taxes; bear responsibility for paying off other debts, bear responsibility for legal service contracts already signed with clients, and signed employment contracts with lawyers and employees, except in cases where the parties have agreed otherwise.

5. At least thirty days before the expected date of resuming operations, the foreign law practice organization in Vietnam must report in writing to the Ministry of Justice, the Department of Justice, the Bar Association, and the tax authority of the locality where the headquarters is located about resuming operations.

Article 22. Termination of Operations

1. Foreign law practice organizations in Vietnam terminate operations in the following cases:

a) Voluntary termination of activities;

b) Having their licenses revoked.

2. In the case of self-termination of operations, at least thirty days before the expected termination date, the foreign law practice organization in Vietnam must notify in writing about the termination of operations to the Ministry of Justice, the Department of Justice of the province, the Bar Association, and the tax authority of the locality where the headquarters is located.

Within fifteen days from the date of receipt of the notification of the termination of operations of the foreign law practice organization in Vietnam, the Ministry of Justice shall issue a decision terminating the operations of the foreign law practice organization in Vietnam.

Before the termination date, the foreign law practice organization in Vietnam must pay off all outstanding taxes, settle all other debts; complete the procedures for terminating signed employment contracts with lawyers and employees; resolve signed legal service contracts with clients, except in cases where there are other agreements.

3. In the case of revocation of the establishment license, within sixty days from the date of the Ministry of Justice's decision on termination of operations or administrative punishment decision by revoking the license, the foreign law practice organization in Vietnam must pay off all outstanding taxes, settle all other debts; complete the procedures for terminating signed employment contracts with lawyers and employees; resolve signed legal service contracts with clients, except in cases where there are other agreements.

Foreign law firms operating in Vietnam must report in writing to the Ministry of Justice, the Provincial Bar Association, the Bar Association, and the local tax authority regarding the completion of the aforementioned procedures; return the License to the Ministry of Justice, the Registration Certificate to the Provincial Department of Justice, and surrender the seal to the competent authority that issued it and registered its use.

Article 23. Testing of newly built, improved, repaired fishing boats:

Foreign law firms and foreign lawyers applying for establishment Licenses, registration of activities, changes to the contents of Licenses, and Licenses to practice in Vietnam must pay fees as prescribed by laws on fees and charges.

Chapter VI

STATE MANAGEMENT OF LAWYERS AND LEGAL PRACTICE

Article 24. The tasks and powers of the Ministry of Justice in state management of lawyers and legal practice

1. The Ministry of Justice is responsible before the Government for implementing state management of lawyers and legal practice as stipulated in Clause 2, Article 83 of the Lawyers Law.

2. Annually, the Ministry of Justice is responsible for preparing the budget estimate to support the training of lawyers, vocational training for lawyers, and the activities of Bar Associations in particularly difficult provinces according to the laws on state budget.

Article 25. The tasks and powers of the People's Committees of provinces and centrally governed cities in state management of lawyers and legal practice

1. The People's Committees of provinces and centrally governed cities implement state management of lawyers and legal practice at the local level as stipulated in Clause 4, Article 83 of the Lawyers Law.

2. The Department of Justice assists the People's Committees of provinces and centrally governed cities in implementing state management of lawyers and legal practice at the local level, with the following tasks and powers:

a) Reviewing files and submitting to the People's Committee of the province or centrally governed city for decisions to approve the establishment of Bar Associations; dissolution of Bar Associations;

b) Reviewing and submitting to the People's Committee of the province or centrally governed city for approval of the Charter of Bar Associations;

c) Issuing and revoking the Registration Certificates of Vietnamese law firms and foreign law firms operating in Vietnam;

d) Providing information about the registration of law firms and law companies to state agencies, organizations, and individuals as required by law;

đ) Requesting law firms to report on their operational status when necessary;

e) Regularly reporting to the Ministry of Justice and the People's Committee of the province or centrally governed city on the organizational status of lawyers and legal practice;

g) Advising and proposing to the People's Committee of the province or centrally governed city measures to support the development of the legal profession in the locality;

h) Implementing inspections, audits, handling complaints and accusations regarding the organization and activities of Bar Associations and law firms within their jurisdiction or upon delegation from the Minister of Justice or the Chairman of the People's Committee of the province or centrally governed city; imposing administrative penalties on lawyers and law firms within their jurisdiction.

Chapter VII

IMPLEMENTING PROVISIONS

Article 26. Effectiveness

This Decree shall take effect fifteen days after its publication in the Official Gazette.

Decree No. 94/2001/ND-CP dated December 12, 2001 of the Government detailing the implementation of the Lawyers Ordinance, Decree No. 87/2003/ND-CP dated July 22, 2003 of the Government on the practice of foreign law firms and foreign lawyers in Vietnam; Circular No. 02/2002/TT-BTP dated January 22, 2002 of the Ministry of Justice guiding certain provisions of Decree No. 94/2001/ND-CP dated December 12, 2001 of the Government detailing the implementation of the Lawyers Ordinance; Circular No. 06/2003/TT-BTP dated October 29, 2003 of the Ministry of Justice guiding certain provisions of Decree No. 87/2003/ND-CP dated July 22, 2003 of the Government on the practice of foreign law firms and foreign lawyers in Vietnam shall cease to be effective from the date this Decree takes effect.

Article 27. Responsibility for Implementation of the Decree

Ministers, Heads of Ministries equivalent to ministries, Heads of government agencies, Chairmen of provincial and centrally governed city People's Committees are responsible for implementing this Decree.

The Minister of Justice is responsible for guiding the implementation of this Decree./.