Circular No. 791B-TT/LS-TVPL guiding the implementation of the regulations on practicing legal consultation services by foreign law firms in Vietnam

CIRCULAR

Guidelines for implementing the regulations on practicing legal consultation services of

at Vietnam

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Pursuant to Article 2 of Decree No. 42/CP dated July 8, 1995 of the Government promulgating the regulations on practicing legal consultation services of foreign law firms in Vietnam (hereinafter referred to as the Regulations).

After exchanging opinions with relevant Ministries and sectors.

The Ministry of Justice issues guidelines for implementing certain provisions of the Regulations as follows:

1. Regarding the subjects eligible for issuance of a Permit to establish a Branch of a foreign law firm (hereinafter referred to as the Branch).

1.1. The subjects eligible for issuance of a permit to establish a Branch in Vietnam are foreign law firms that have submitted an application for permission to establish a branch to the Ministry of Justice in accordance with the provisions of the Regulations.

1.2. Foreign law firms referred to in the Regulations are organizations engaged in legal consultation services established and operating in compliance with the laws of the country where their headquarters are located.

2. Regarding conditions for issuing a Permit to establish a Branch.

2.1. Foreign law firms wishing to obtain a permit to establish a Branch in Vietnam must meet all the conditions stipulated in Article 6 of the Regulations.

2.2. Foreign clients conducting investment and business activities in Vietnam as stipulated in Point 1 of Article 6 of the Regulations include:

a. Individuals and organizations from foreign countries currently engaged in investment and business activities in Vietnam.

b. Individuals and organizations from foreign countries currently promoting investment and business projects in Vietnam.

3. Regarding procedures for issuing a Permit to establish a Branch.

3.1. Foreign law firms wishing to establish a Branch in Vietnam must submit two sets of documents to the Ministry of Justice, each set consisting of:

a. An application for permission to establish a Branch signed by the head of the foreign law firm (Form No. 01 issued together with this Circular);

b. Documents accompanying the application as prescribed in Article 11 of the Regulations.

3.2. In case a foreign law firm wishes to establish two Branches, separate procedures for obtaining permission must be followed for each Branch.

3.3. The name of the Branch must include the name of the foreign law firm and the name of the province or centrally governed city where the Branch is permitted to be established. If two Branches are established in the same province or centrally governed city, the name of the Branch must be accompanied by the number I or II.

3.4. The Department of Lawyer Management and Legal Consultation, Ministry of Justice, will acknowledge the application for establishing a Branch submitted by a foreign law firm.

3.5. When submitting an application for permission to establish a Branch, the foreign law firm must pay the fee as prescribed by the Ministry of Finance and the Ministry of Justice.

4. On registration for practice

4.1. Within sixty days from the date of issuance of the permit, the Branch must register its practice with the Provincial Department of Justice in the province or centrally governed city where the Branch is permitted to establish its headquarters.

Each Branch may only have one office in the province or centrally governed city where it is permitted to establish its Branch.

4.2. The registration documents include the following papers:

a. An application for registration of practice according to the form issued by the Ministry of Justice;

b. A copy of the Permit to establish a Branch;

c. Copies of contracts and other related documents concerning the lease of premises for the Branch's office in accordance with Vietnamese law;

d. Copies of contracts and other related documents concerning the employment of Vietnamese citizens as staff in accordance with Vietnamese law.

The copies mentioned herein must be certified by a Notary Public of Vietnam.

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

Within ten days from the date of issuance of the Certificate of Registration of Practice to the Branch, the Provincial Department of Justice shall send a copy of the Certificate of Registration of Practice to the Ministry of Justice.

4.4. The registration of practice beyond the time limit specified in Article 14 of the Regulations can only be carried out if there are legitimate reasons approved by the Ministry of Justice. The Branch must submit a letter explaining the reasons for the delay in registering its practice to the Ministry of Justice.

The Ministry of Justice will only consider applications for late registration if they are submitted no later than thirty days after the expiration of the registration period.

Within fifteen days from the date of receipt of the application, the Ministry of Justice will examine and notify in writing whether the late registration is approved or not.

5. Regarding procedures for changing the contents of the Permit and extending the operation of the Branch.

5.1. Changes to the contents of the Permit to establish a Branch include the following points:

a. Changing the name;

b. Changing the office location;

c. Changing the representative;

d. Changing the list of lawyers;

e. Changing the scope and field of practice.

The Branch wishing to change the contents of the Permit to establish a Branch must submit an application to the Ministry of Justice; the application must clearly state the changes requested and the reasons for the request.

5.1.1. The Branch may only change its name when the foreign law firm has changed its name in accordance with the laws of the country where the law firm was established.

5.1.2. In cases where the location of the office within the province or centrally governed city where the Branch is permitted to be established is changed, the Branch must register the new office location with the Provincial Department of Justice. When registering, a copy of the contract and other related documents concerning the lease of the new office must be submitted.

The change of office location can only be implemented after the new office location has been registered.

Within fifteen days from the date of registration of the new office location, the Branch must notify the new address of the office location to the Ministry of Justice.

In cases where the office location is changed from a province or centrally governed city where the Branch is permitted to be established to another province or centrally governed city, the Branch must submit an application to the Ministry of Justice, stating the reasons for the change of office location.

Within thirty days from the date the Ministry of Justice decides to approve the change of office location, the Branch must follow the procedures for registering its practice at the Provincial Department of Justice in the province or centrally governed city where the new office is located, in accordance with Article 14 of the Regulations and the guidance provided in point 4 of this Circular.

5.1.3. If the Branch wishes to change the representative, the application must be accompanied by a power of attorney from the foreign law firm appointing a lawyer to replace the current representative.

5.1.4. If the Branch wishes to change or supplement lawyers in the list of lawyers practicing in the Branch, the application must be accompanied by a criminal record, professional history, and a copy of the license to practice law of the lawyer to be supplemented.

5.1.5. Within thirty days from the date of receipt of the application and accompanying documents, the Ministry of Justice shall decide to approve or reject the request for changing the contents of the License. The approval decision to change the contents of the License shall be issued in duplicate, one copy to the Branch and one copy sent to the Department of Justice of the province or centrally governed city where the Branch is located.

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

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

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

The Ministry of Justice shall issue a document requesting the People's Committee of the province or centrally governed city where the Branch is located to provide their opinion on extending the Branch's operation.

Within fifteen days from the date of receipt of the aforementioned document from the Ministry of Justice, the People's Committee of the province or centrally governed city shall issue a document to the Ministry of Justice stating their opinion on extending the Branch's operation.

Within thirty days from the date of receipt of the complete set of documents regarding the request for extension of operation, the Ministry of Justice shall decide to approve or reject the extension of the Branch's operation.

The decision on extension of operation shall be made in triplicate, one copy to be issued to the party concerned, one copy sent to the People's Committee of the province or centrally governed city where the Branch is located, and one copy retained.

Within fifteen days from the date of receipt of the decision on extension of operation, the Branch must register the extension of operation with the Department of Justice of the province or centrally governed city where the Branch is located.

When registering the extension of operation, the Branch must submit a certified copy of the Decision on Extension of Operation with the notarization of the State Notary of Vietnam.

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

6.1. The Branch may advise on foreign laws and international laws in the fields of business, investment, and trade for foreign clients and Vietnamese clients.

6.2. Foreign lawyers of the Branch shall not advise on Vietnamese laws, including:

a. Interpreting and explaining provisions of Vietnamese laws;

b. Providing opinions on the application of Vietnamese laws;

c. Drafting contracts and other documents containing provisions applying Vietnamese laws;

d. Other forms of advisory services on Vietnamese laws.

When a client requests the performance of advisory work as stipulated herein, the Branch must enter into a contract with a Vietnamese legal advisory organization for a Vietnamese lawyer to perform such advisory work. The advisory opinion on Vietnamese laws by the Vietnamese lawyer must be provided in writing, signed by the lawyer and confirmed by the Vietnamese legal advisory organization.

6.3. Vietnamese citizens wishing to intern at the Branch to practice legal advisory services must meet the following conditions:

a. Hold a bachelor's degree in law;

b. Have good moral character;

c. Not be a person under criminal investigation, serving a sentence, or not yet having had their record expunged.

If the Branch wishes to accept a Vietnamese citizen for internship, it must submit two sets of personal files of the intended intern to the Department of Justice, including the following documents:

a. A certified copy of the bachelor's degree in law with the stamp of an authorized Vietnamese state agency;

b. A curriculum vitae with confirmation from the People's Committee of the commune, ward, or town where the individual resides;

c. A criminal record issued by an authorized Vietnamese state agency.

Within thirty days from the date of receipt of the complete set of documents, the Department of Justice shall examine and compare them with the prescribed conditions and reply in writing whether to approve or disapprove the acceptance of the intern by the Branch.

Within fifteen days from the date of receipt of the notification of non-approval, the applicant for internship at the Branch may file a complaint with the Ministry of Justice.

Within thirty days, the Ministry of Justice shall examine the complaint and notify the complainant of the decision on the resolution of the complaint.

The Branch of the foreign law firm organization can only sign an internship contract after receiving the approval document from the Department of Justice.

The form, content, and procedures for signing the internship contract must comply with the labor law.

The internship period for Vietnamese citizens at the Branch is two years and may be extended, but the total internship period shall not exceed three years.

6.4. Lawyers of the Branch must purchase liability insurance for their legal advisory practice in Vietnam through the Vietnam General Insurance Corporation.

6.5. The Branch, in accordance with the guidelines of the Ministry of Finance, must register for tax payment at the Tax Department of the province or centrally governed city where the Branch is located.

6.6. The Branch may have its own seal, clearly indicating the name of the Branch and the name of the province or centrally governed city where the Branch is located, in accordance with the regulations of the Ministry of Home Affairs.

7. Regarding reporting and inspection systems.

7.1. Every six months and annually, the Branch must report on its organizational structure and activities (Form No. 02 issued together with this Circular) to the Ministry of Justice and the People's Committee of the province or centrally governed city where the Branch is located.

7.2. When necessary, the Ministry of Justice may conduct inspections or coordinate with relevant ministries, agencies, and the People's Committee of the province or centrally governed city to conduct inspections.

The inspection will be notified to the Branch fifteen days prior to the date of the inspection.

In case there are signs that the Branch or the lawyers of the Branch are violating Vietnamese laws, the Ministry of Justice may decide to conduct an unannounced inspection.

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

8. Regarding implementation clauses.

Foreign law firm organizations that have been permitted to establish representative offices in Vietnam, if they wish to practice legal advisory services in Vietnam, must complete all procedures to apply for establishing a Branch in accordance with the Regulations and guidance provided in this Circular; if within six months from the date of issuance of the Regulations, the foreign law firm organization does not submit the application for establishing a Branch to the Ministry of Justice, then the representative office of that foreign law firm organization must cease operations.

In the case where a foreign law firm submits its application for branch establishment to the Ministry of Justice within the prescribed time limit, the representative office of that foreign law firm must immediately cease operations upon receipt of the Ministry of Justice's decision on granting or refusing the branch establishment permit.

This Circular takes effect from the date of issuance.