Decree No. 87/2003/ND-CP On the practice of foreign law firms and foreign lawyers in Vietnam

DECREE

Regarding the Practice of Foreign Law Firms and Foreign Lawyers in Vietnam,

abroad

______________________­­­­

THE GOVERNMENT

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

Based on the Legal Officer Act dated July 25, 2001;

At the proposal of the Minister of Justice,

 

DECREE:

Chapter I

GENERAL PROVISIONS

Article 1. Scope of application

This Decree stipulates the conditions, scope, forms of practice, rights, and obligations of foreign law firms and foreign lawyers practicing in Vietnam, and state management over the practice of foreign law firms and foreign lawyers in Vietnam.

Article 2. Principle of Non-Discrimination

The Government of Vietnam ensures that there shall be no discrimination between foreign law firms and foreign lawyers practicing in Vietnam.

Article 3. Protection of Ownership Rights for Investment Capital and Other Legal Benefits of Foreign Law Firms and Foreign Lawyers

The Government of Vietnam protects ownership rights for investment capital and other legal benefits of foreign law firms and foreign lawyers practicing in Vietnam according to Vietnamese laws.

Article 4. Prohibition of Unauthorized Legal Practice

Foreign organizations and individuals are not allowed to engage in legal practice in Vietnam under any form without a License issued by the Ministry of Justice of Vietnam in accordance with this Decree.

Article 5. Language Usage and Consular Authentication

1. Applications for permission to practice in Vietnam from foreign law firms and foreign lawyers must be in Vietnamese. Any accompanying documents in a foreign language must be translated into Vietnamese and the translation must be notarized in accordance with Vietnamese laws.

2. Documents issued or notarized abroad by foreign authorities or organizations must be authenticated in accordance with Vietnamese laws.

Article 6. Fees

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

Chapter II

CONDITIONS FOR PRACTICE, FORMS OF PRACTICE, AND LICENSE ISSUANCE PROCEDURES FOR FOREIGN LAW FIRMS

Article 7. Conditions for Practice

A foreign law firm established and legally practicing law abroad, with goodwill towards the Government of Vietnam, may be permitted to practice in Vietnam in accordance with this Decree.

Article 8. Forms of Practice

Foreign law firms practicing in Vietnam operate in the following forms:

1. Branch of a foreign law firm (hereinafter referred to as Branch).

2. Foreign law company.

3. Jointly named foreign and Vietnamese law company.

Article 9. Branch in province A

1. The Branch is a subsidiary unit of a foreign law firm established in Vietnam in accordance with this Decree.

2. The Branch bears unlimited liability for its activities under Vietnamese law.

3. The foreign law firm appoints a lawyer as the Branch Manager. The Branch Manager manages and oversees the Branch's operations in Vietnam and is the legal representative of the Branch. The Branch Manager can be either a foreign lawyer or a Vietnamese lawyer.

Article 10. Foreign law company

1. A foreign law company is a legal practice organization established in Vietnam by one or more foreign law firms in accordance with this Decree.

2. The foreign law company manages itself and bears unlimited liability for all its activities under Vietnamese law.

3. The Director of the foreign law company is the legal representative of the company. The Director of the foreign law company can be either a foreign lawyer or a Vietnamese lawyer.

Article 11. Jointly named foreign and Vietnamese law company

1. A jointly named foreign and Vietnamese law company is a legal practice organization established in Vietnam based on a joint venture agreement between one or more foreign law firms and one or more Vietnamese law companies in accordance with this Decree.

2. The joint venture parties in the jointly named foreign and Vietnamese law company must bear joint and unlimited liability for all the company's activities under Vietnamese law.

3. The rights, obligations, relationships among the joint venture parties, organizational structure, and management of the jointly named foreign and Vietnamese law company are regulated in the joint venture agreement.

4. The Director of the jointly named foreign and Vietnamese law company is the legal representative of the company. The Director of the jointly named foreign and Vietnamese law company can be either a foreign lawyer or a Vietnamese lawyer.

Article 12. Documents for Establishing a Branch

The documents for establishing a Branch include the following papers:

1. Application for establishing a Branch;

2. Copy of documents proving the lawful establishment of the foreign law firm issued by the competent authority of the foreign country;

3. Introduction of the foreign law firm's activities;

4. List of foreign lawyers expected to work at the Branch along with the application for a practice permit in Vietnam;

5. Decision appointing a lawyer as the Branch Manager.

Article 13. Contents of the Application for Establishing a Branch

The application for establishing a Branch must contain the following main contents:

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

2. Name of the Branch;

3. Scope 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 law firm as the Branch Manager.

Article 14. Documents for Establishing a Foreign Law Company

The documents for establishing a foreign law company include the following papers:

1. Application for establishing a foreign law company;

2. Copy of documents proving the lawful establishment of the foreign law firm or foreign law firms issued by the competent authority of the foreign country;

3. Introduction of the foreign law firm's activities;

4. List of foreign lawyers expected to work at the company along with the application for a practice permit in Vietnam;

5. Charter of the foreign law company.

Article 15. Contents of the Application for Establishing a Foreign Law Company

The application for establishing a foreign law company must contain the following main contents:

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

2. Name of the foreign law company;

3. Scope of practice of the foreign law company;

4. Duration of operation of the foreign law company;

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

6. Name and surname of the lawyer appointed as the Director of the foreign law company.

Article 16. Contents of the Articles of Association of Foreign Law Firm

The Articles of Association of a foreign law firm must include the following main contents:

1. Name, principal address, branch office (if any); name, address, and authorized representative of the foreign lawyer organization;

2. Scope of practice of the foreign law firm;

3. Rights, obligations, responsibilities, and relationships of member lawyers of the foreign law firm;

4. Organizational structure and management of the foreign law firm;

5. Legal representative of the foreign law firm;

6. Term of operation and conditions for termination of the foreign law firm;

7. Procedures for amending and supplementing the Articles of Association of the foreign law firm.

Article 17. Documents for establishing a joint-stock foreign law firm and Vietnam

The documents for establishing a joint-stock foreign law firm and Vietnam include the following papers:

1. Application for establishment of a joint-stock foreign law firm and Vietnam;

2. Copies of documents proving the lawful establishment of the foreign lawyer organization, copies of the Registration Certificate for the joint-stock Vietnamese law firm;

3. Introduction to the activities of the foreign lawyer organization, the joint-stock Vietnamese law firm;

4. List of foreign lawyers expected to work at the joint-stock foreign law firm and Vietnam, accompanied by application for practicing license in Vietnam; list of Vietnamese lawyers expected to work at the joint-stock foreign law firm and Vietnam, accompanied by copies of the Lawyer Practice Certificate, copies of the Lawyer Card;

5. Joint-stock agreement.

Article 18. Contents of the Application for Establishment of a Joint-Stock Foreign Law Firm and Vietnam

The application for establishment of a joint-stock foreign law firm and Vietnam must include the following main contents:

1. Name, nationality, principal address of the foreign lawyer organization; name, principal address of the joint-stock Vietnamese law firm;

2. Name of the joint-stock foreign law firm and Vietnam;

3. Scope of practice of the joint-stock foreign law firm and Vietnam;

4. Term of operation of the joint-stock foreign law firm and Vietnam;

5. Location of the principal office of the joint-stock foreign law firm and Vietnam;

6. Names of lawyers serving as Director and Deputy Director of the joint-stock foreign law firm and Vietnam.

Article 19. Contents of the Joint-Stock Agreement

The Joint-Stock Agreement must include the following main contents:

1. Name, address, authorized representative of each joint-stock party; name, address of the joint-stock foreign law firm and Vietnam;

2. Scope of practice of the joint-stock foreign law firm and Vietnam;

3. Rights, obligations, and relationships between the joint-stock parties; rights, obligations of member lawyers of the joint-stock foreign law firm and Vietnam;

4. Organizational structure and management of the joint-stock foreign law firm and Vietnam;

5. Legal representative of the joint-stock foreign law firm and Vietnam;

6. Term of operation of the joint-stock foreign law firm and Vietnam;

7. Procedures for amending and terminating the agreement, conditions for termination of the joint-stock foreign law firm and Vietnam.

Article 20. Procedure for Issuing License to Establish Branch, Foreign Law Firm, Joint-Stock Foreign Law Firm and Vietnam

The documents for establishing a branch, foreign law firm, joint-stock foreign law firm and Vietnam (hereinafter referred to collectively as foreign legal practice organizations in Vietnam) shall be submitted to the Ministry of Justice. Within sixty (60) days from the date of receipt of complete and valid documents and fees, the Ministry of Justice will examine the documents and issue or refuse to issue the license.

The license will be made in three (3) copies: one copy issued to the foreign legal practice organization in Vietnam, one copy sent to the provincial People's Committee where the foreign legal practice organization in Vietnam has its principal office, and one copy retained by the Ministry of Justice.

The license becomes effective from the date of signature.

In case of refusal to issue the license, the Ministry of Justice must notify in writing and specify the reasons.

Article 21. Registration of Activities of Foreign Legal Practice Organizations in Vietnam

Within sixty (60) days from the date of issuance of the license, the foreign legal practice organization in Vietnam must register its activities with the Department of Justice of the locality where it has its principal office.

2. The registration dossier includes the following documents:

a) Copy of the license for establishing the foreign legal practice organization in Vietnam;

b) Documents proving the office of the foreign legal practice organization in Vietnam.

3. Within fifteen (15) days from the date of receipt of complete and valid documents, the Department of Justice is responsible for issuing the Registration Certificate for the foreign legal practice organization in Vietnam.

The foreign legal practice organization in Vietnam may only operate from the date of issuance of the Registration Certificate.

Article 22. Announcement of Establishment of Foreign Legal Practice Organizations in Vietnam

Within fifteen (15) days from the date of issuance of the Registration Certificate, the foreign legal practice organization in Vietnam must publish in local newspapers or central newspapers for three consecutive issues; and notify in writing to the Bar Association and tax authority of the locality where the foreign legal practice organization in Vietnam has its principal office about the following main contents:

1. Name, principal address of the foreign legal practice organization in Vietnam;

2. Scope of practice;

3. Names of Branch Manager, Director of Foreign Law Firm, Director of Joint-Stock Foreign Law Firm and Vietnam.

Article 23. Amendment of Content of the License for Establishing Foreign Legal Practice Organizations in Vietnam

If the foreign legal practice organization in Vietnam changes any of the following contents of the establishment license, it must submit an application to the Ministry of Justice and can only change when approved in writing by the Ministry of Justice:

a) Name.

b) Principal office from a province or centrally-administered city to another province or centrally-administered city.

c) Branch Manager, Director of Foreign Law Firm, Director of Joint-Stock Foreign Law Firm and Vietnam.

d) Scope of practice.

2. Within thirty (30) days from the date the approval for changing the content of the license becomes effective, the foreign legal practice organization in Vietnam must register the change with the Department of Justice of the locality where it has its principal office.

When changing the contents of the License, the Foreign Law Firm Organization in Vietnam must publish and announce those changes according to Article 22 of this Decree.

Article 24. Branches of foreign law firms, joint-stock foreign-Vietnamese law firms

1. Foreign law firms, joint-stock foreign-Vietnamese law firms may establish branches outside the province or centrally governed city where their headquarters are located.

2. The branch is a subsidiary of the foreign law firm, joint-stock foreign-Vietnamese law firm; the branch carries out tasks authorized by the foreign law firm, joint-stock foreign-Vietnamese law firm in accordance with the practice areas recorded in the foreign law firm's license, joint-stock foreign-Vietnamese law firm.

3. The foreign law firm, joint-stock foreign-Vietnamese law firm shall be responsible for the activities of its branch.

4. The application for establishing a branch includes the following documents:

a) Application for permission to establish a branch;

b) Copy of the license for establishing the foreign law firm, joint-stock foreign-Vietnamese law firm;

c) Power of attorney appointing a lawyer as the Head of the Branch;

d) Copy of the license for practicing law of the appointed lawyer as the Head of the Branch;

đ) Documents proving the office address of the branch.

5. The application for establishing a branch is submitted to the Ministry of Justice. Within thirty days from the date of receipt of complete and valid application and fees, the Ministry of Justice will examine the application and decide to grant or refuse permission to establish the branch.

In case of refusal to establish the branch, the Ministry of Justice must notify in writing and specify the reasons.

6. Within fifteen days from the date of receipt of the decision granting permission to establish the branch, the foreign law firm, joint-stock foreign-Vietnamese law firm must register the branch's activities at the Department of Justice of the locality where the branch's headquarters is located.

7. The procedure for publishing and announcing the establishment of the branch of the foreign law firm, joint-stock foreign-Vietnamese law firm is carried out according to Article 22 of this Decree.

Article 25. Merger of Foreign Law Firms

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

The merger procedures are as follows:

1. The foreign law firms prepare the merger agreement and the agreement to establish a new foreign law firm.

The merger agreement must include provisions on the procedures and conditions for the merger; labor utilization plan; time limit, procedures, and conditions for asset conversion; time limit for implementing the merger.

The agreement to establish a new foreign law firm has contents similar to the partnership agreement stipulated in Article 19 of this Decree.

Within ten days from the date of receipt of the merger application and complete and valid documents, the Ministry of Justice issues a decision to approve the merger in the form of issuing a license to establish a foreign law firm; in case of refusal, it must notify the reasons in writing.

2. The registration procedures, publication, and announcement of the establishment of the new foreign law firm are carried out according to Articles 21 and 22 of this Decree.

After the new foreign law firm is issued an operating 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 old foreign law firms.

Article 26. Merger of Foreign Law Companies

One or more foreign law companies may merge into another foreign law company.

The procedures for the merger of foreign law companies shall be as follows:

1. The relevant foreign law companies prepare a merger agreement. The merger agreement must include provisions on the labor utilization plan; the term, procedures, and conditions for asset conversion; the procedures and term for implementing the merger.

2. The foreign law company receiving the merger does not need to register its operations but only needs to complete the procedure to change the content of the establishment permit in accordance with Article 23 of this Decree.

The foreign law company receiving the merger enjoys lawful rights and benefits, bears responsibility for unpaid debts, ongoing legal service contracts, and labor contracts signed with lawyers and employees of the foreign law companies being merged, and other property obligations.

Article 27. Suspension of Operations

1. A foreign lawyer organization operating in Vietnam may suspend operations in the following cases:

a) By deciding to temporarily suspend operations.

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

2. In the case where a foreign lawyer organization operating in Vietnam suspends operations as stipulated in point a, Clause 1 of this Article, it must notify the Ministry of Justice in writing at least thirty days before the date of planned suspension of operations.

A foreign lawyer organization operating in Vietnam may suspend operations from the date of approval by the Ministry of Justice.

3. Within 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 lawyer organization operating in Vietnam must notify in writing about the suspension of operations to the Department of Justice, Bar Association, and local tax authority where the headquarters is located.

4. During the suspension period, the foreign lawyer organization operating in Vietnam must pay all outstanding taxes; bear responsibility for paying other debts; bear responsibility for legal advisory contracts already signed with clients and labor contracts signed 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 lawyer organization operating in Vietnam must report in writing to the Ministry of Justice, Department of Justice, Bar Association, and local tax authority where the headquarters is located about resuming operations.

Article 28. Termination of Operations

1. A foreign lawyer organization operating in Vietnam terminates operations in the following cases:

a) By voluntarily terminating operations.

b) Having its license revoked.

2. In the case of voluntary termination of operations, at least thirty days before the expected termination date, the foreign lawyer organization operating in Vietnam must notify in writing about the termination of operations to the Ministry of Justice, Department of Justice of the province or centrally administered city where it is registered, and related state agencies with jurisdiction.

Within fifteen days from the date of receipt of the notification about the termination of operations of the foreign lawyer organization operating in Vietnam, the Ministry of Justice issues a decision on the termination of operations of the foreign lawyer organization operating in Vietnam.

Before the termination date, the foreign lawyer organization operating in Vietnam must pay all outstanding taxes, settle all other debts; complete the procedures for terminating labor contracts signed with lawyers and employees; resolve completed legal advisory contracts signed 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 with the form of license revocation, the foreign lawyer organization operating in Vietnam must pay all outstanding taxes, settle all other debts; complete the procedures for terminating labor contracts signed with lawyers and employees; resolve completed legal advisory contracts signed with clients, except in cases where there are other agreements.

The foreign lawyer organization operating in Vietnam must report in writing to the Ministry of Justice, Department of Justice, Bar Association, and local tax authority where the headquarters is located about completing the above procedures; return the license to the Ministry of Justice, the registration certificate to the Department of Justice, and return the seal to the competent authority that issued and registered its use.

Chapter III

SCOPE OF PRACTICE, RIGHTS AND OBLIGATIONS OF FOREIGN LAWYER ORGANIZATIONS OPERATING IN VIETNAM

Article 29. Scope of practice of foreign lawyer organizations operating in Vietnam

1. Foreign lawyer organizations operating in Vietnam can provide legal advice and other legal services; they cannot appoint their own lawyers to participate in litigation as defense counsel or representatives for clients before Vietnamese courts.

2. Foreign lawyer organizations operating in Vietnam can provide legal advice under the following circumstances:

a) Hiring Vietnamese lawyers to work for foreign lawyer organizations operating in Vietnam.

b) Foreign lawyers practicing in foreign lawyer organizations operating in Vietnam hold a Vietnamese law degree and meet all requirements similar to those for Vietnamese lawyers.

Article 30. Cooperation in providing legal advice with Vietnamese law firms

Foreign lawyer organizations operating in Vietnam can enter into long-term or case-by-case cooperation agreements with Vietnamese law offices and Vietnamese partnership law firms to provide Vietnamese, foreign, and international legal advice to clients.

Article 31. Hiring foreign lawyers

1. Foreign lawyer organizations operating in Vietnam can hire foreign lawyers with a Vietnamese practice license to work for foreign lawyer organizations operating in Vietnam.

2. The rights and obligations of foreign lawyers working for foreign law practice organizations in Vietnam shall be agreed upon in the contract between the foreign law practice organization in Vietnam and the foreign lawyer, in accordance with labor laws and this Decree.

Article 32. Hiring Vietnamese Lawyers

1. Foreign law practice organizations in Vietnam may hire Vietnamese lawyers to work for such organizations.

2. Vietnamese lawyers practicing in foreign law practice organizations in Vietnam may provide legal advice and other legal services; they shall not participate in litigation as defense counsel or representatives for clients before Vietnamese courts.

3. The rights and obligations of Vietnamese lawyers practicing in foreign law practice organizations in Vietnam shall be stipulated in the employment contract in accordance with the Legal Practitioners Ordinance, this Decree, and labor laws.

Article 33. Hiring Vietnamese Workers and Non-Lawyer Foreign Workers

1. Foreign law practice organizations in Vietnam may enter into employment contracts with Vietnamese citizens and non-lawyer foreigners in accordance with labor laws.

2. The rights and obligations of Vietnamese workers and non-lawyer foreign workers working for foreign law practice organizations in Vietnam shall be specifically stated in the contract in accordance with labor laws.

Article 34. Accepting Vietnamese Trainee Lawyers

1. Foreign law practice organizations in Vietnam may accept trainee lawyers from Vietnamese Bar Associations to undergo training at such organizations.

2. The training of Vietnamese trainee lawyers at foreign law practice organizations in Vietnam shall comply with Vietnamese regulations on the trainee system for legal practitioners.

Vietnamese trainee lawyers undergoing training at foreign law practice organizations in Vietnam shall not participate in litigation as defense counsel or representatives for clients before Vietnamese courts.

3. The rights and obligations of Vietnamese trainee lawyers shall be agreed upon by the foreign law practice organization in Vietnam and the Vietnamese trainee lawyer in accordance with the law.

4. The local Bar Association where the foreign law practice organization in Vietnam is headquartered shall introduce trainee lawyers to the foreign law practice organization in Vietnam; supervise and evaluate the training results of trainee lawyers at the foreign law practice organization in Vietnam.

Article 35. Accounting, Statistics, and Financial Obligations

1. Foreign law practice organizations in Vietnam must implement accounting and statistical systems in accordance with Vietnamese laws; open accounts in foreign currency and Vietnamese currency at Vietnamese banks, joint venture banks, or foreign banks permitted to operate in Vietnam, and conduct all receipts and payments through these accounts.

2. Foreign law practice organizations in Vietnam have the obligation to pay taxes in accordance with the law.

3. Foreign law practice organizations in Vietnam must strictly comply with the provisions of the law regarding foreign exchange management.

Article 36. Importation of Necessary Equipment for Operations

Foreign law practice organizations in Vietnam are permitted to import necessary equipment for operations in Vietnam in accordance with the law.

Article 37. Transfer of Income Abroad

Branches, foreign law firms, foreign partners in joint-stock foreign law firms and Vietnam may transfer income from their practice activities abroad in accordance with the law.

Article 38. Liability for Compensation for Damages

Foreign law practice organizations in Vietnam must bear liability for compensating material damages caused by the fault of their lawyers to clients.

Article 39. Professional Liability Insurance

Foreign law practice organizations in Vietnam have the obligation to purchase professional liability insurance for their lawyers practicing in Vietnam in accordance with insurance laws.

Article 40. Notification and Reporting System on Organization and Activities

1. Foreign law practice organizations in Vietnam must notify in writing to the Department of Justice of the locality where their headquarters are located about the following matters:

a) List or changes to the list of foreign lawyers, Vietnamese lawyers, Vietnamese workers, foreign workers, and Vietnamese trainee lawyers undergoing training at foreign law practice organizations in Vietnam;

b) Changes in the location of the headquarters within the province or centrally-administered city where permission was granted to establish a foreign law practice organization in Vietnam.

2. Foreign law practice organizations in Vietnam must report in writing semi-annually and annually on their organization and activities to the Ministry of Justice and the Department of Justice of the locality where their headquarters are located; in cases of necessity, they must report according to the requirements of the Ministry of Justice and relevant agencies as prescribed by law.

Chapter IV

Article CONDITIONS, FORMS AND SCOPE OF PRACTICE, PROCEDURES FOR ISSUING LICENSE, RIGHTS AND OBLIGATIONS OF FOREIGN LAWYERS

Article 41. Conditions for Practice

Foreign lawyers who meet the following conditions shall be granted a License to practice in Vietnam in accordance with this Decree:

1. Hold a valid practicing certificate issued by an authorized agency or organization of a foreign country;

2. Have goodwill towards the Socialist Republic of Vietnam;

3. Be appointed by a foreign lawyers' organization to practice in Vietnam or be recruited by a foreign lawyers' organization operating in Vietnam or a Vietnamese lawyers' organization to work for such organizations.

Article 42. Forms of Practice

Forms of practice for foreign lawyers in Vietnam

1. Work as a member or employee of a foreign lawyers' organization operating in Vietnam.

2. Work as an employee of a Vietnamese law firm or a Vietnamese partnership law firm.

Article 43. Scope of practice for foreign lawyers

Foreign lawyers may practice in Vietnam within the following scope:

1. Advise on foreign laws and international laws.

2. Shall not advise on Vietnamese laws except in cases where they hold a Vietnamese law university degree and satisfy all requirements similar to those for a Vietnamese lawyer.

3. Shall not participate in litigation as defense counsel or representative for clients before Vietnamese courts.

Article 44. Application dossier for issuance of License to practice for foreign lawyers

The application dossier for issuance of a License to practice in Vietnam for foreign lawyers includes the following documents:

1. Application for permission to practice in Vietnam;

2. Documents confirming that the foreign lawyer is a lawyer of a foreign lawyers' organization appointed to practice in Vietnam or documents confirming recruitment by a foreign lawyers' organization operating in Vietnam, a Vietnamese law firm, or a Vietnamese partnership law firm where the foreign lawyer intends to work;

3. A copy of the foreign lawyer's practicing certificate, a summary of their professional history, a criminal record certificate, or other substitute documents.

Article 45. Procedures for issuing License to practice in Vietnam for foreign lawyers

1. Any foreign lawyer wishing to practice in Vietnam under any form prescribed in Article 42 of this Decree must submit an application dossier for issuance of a License to practice in Vietnam to the Ministry of Justice. Within thirty days from the date of receipt of complete and valid application dossiers and fees, the Ministry of Justice will examine the dossiers and issue or refuse to issue a License to the foreign lawyer; in case of refusal, the reasons must be notified in writing.

2. The License to practice in Vietnam has a validity period of five years and can be renewed. Each renewal period shall not exceed five years.

3. The License to practice in Vietnam issued to foreign lawyers replaces the Work Permit required by Vietnamese law for foreigners working in Vietnam.

Article 46. Rights and obligations of foreign lawyers

1. Foreign lawyers have the right to choose the form of practice in Vietnam as prescribed in Article 42 of this Decree.

2. Foreign lawyers have the right to transfer income earned from their practice abroad according to Vietnamese law.

3. Foreign lawyers are obligated to pay individual income tax as prescribed by law.

4. Foreign lawyers practicing in Vietnam are obligated to comply with the principles of legal practice stipulated in Article 2 of the Lawyer Ordinance, prohibitions against lawyers prescribed in Article 16 of the Lawyer Ordinance, and the Model Code of Professional Ethics for Lawyers issued by the Ministry of Justice.

5. Foreign lawyers practicing in Vietnam must be present in Vietnam regularly.

Chapter V

MANAGEMENT OF THE PRACTICE OF FOREIGN LAWYERS' ORGANIZATIONS AND FOREIGN LAWYERS IN VIETNAM

Article 47. Tasks and Authorities of the Ministry of Justice

The Ministry of Justice manages the practice of foreign lawyers' organizations and foreign lawyers in Vietnam, having the following tasks and powers:

1. Drafting and submitting to competent authorities for promulgation legal regulations on the practice of foreign lawyers' organizations and foreign lawyers in Vietnam; guiding the implementation of these legal regulations;

2. Issuing Licenses and amending the contents of Licenses for establishing foreign lawyers' organizations in Vietnam; permitting the establishment of branches of foreign law firms and Vietnamese law firms; issuing Licenses to foreign lawyers to practice in Vietnam;

3. Inspecting and auditing the organization and activities of foreign lawyers' organizations in Vietnam and foreign lawyers in Vietnam when handling violations, resolving complaints and denunciations, or when necessary;

4. Serving as the focal point for resolving issues related to the practice of foreign lawyers' organizations and foreign lawyers in Vietnam;

5. Suspending the practice for a limited time and revoking the License to practice in Vietnam for foreign lawyers; suspending operations for a limited time and revoking the License for establishing foreign lawyers' organizations in Vietnam.

Article 48. Tasks and powers of ministries, ministerial-level agencies, and government agencies

Ministries, ministerial-level agencies, and government agencies within their respective functions and powers, cooperate with the Ministry of Justice to manage the practice of foreign lawyers' organizations and foreign lawyers in Vietnam.

Article 49. Tasks and powers of provincial people's committees and municipal people's committees directly under the central government

1. Provincial people's committees and municipal people's committees directly under the central government within their respective functions and powers, manage the practice of foreign lawyers' organizations and foreign lawyers in their localities and handle violations according to this Decree.

2. Local Department of Justice, where the headquarters of foreign lawyers' organizations in Vietnam are located, assists provincial people's committees and municipal people's committees directly under the central government in managing the practice of foreign lawyers' organizations and foreign lawyers in their localities, having the following tasks and powers:

a) Registering activities, registering changes to the contents of Licenses for establishing foreign lawyers' organizations in Vietnam; registering activities of branches of foreign law firms and Vietnamese law firms.

b) Provide information on the registration of foreign law practice organizations' activities in Vietnam; branches of foreign law firms, branches of foreign and Vietnamese joint-stock law firms to state agencies, organizations, and individuals upon request as prescribed by law;

c) Monitor the hiring of foreign lawyers, Vietnamese lawyers, foreign workers, Vietnamese workers, cooperation in practice, the acceptance of Vietnamese lawyer trainees by foreign law practice organizations in Vietnam; the hiring and practice activities of foreign lawyers at Vietnamese law offices, Vietnamese joint-stock law firms;

d) Carry out other management activities regarding the practice of foreign law practice organizations in Vietnam and foreign lawyers in Vietnam according to the directives and guidance of the Ministry of Justice and provincial/municipal people's committees where the foreign law practice organizations are headquartered;

đ) Inspect and audit the organization and operation of foreign law practice organizations in Vietnam;

e) Report periodically every six months and annually to the Ministry of Justice and provincial/municipal people's committees on the organizational and operational situation of foreign law practice organizations in Vietnam within their jurisdiction and management scope;

Chapter VI

REWARD, VIOLATION HANDLING AND COMPLAINTS, REPORTS

Article 50. Awards

Individuals and organizations that have achievements in the field of foreign law practice organizations and foreign lawyers in Vietnam shall be rewarded in accordance with the provisions of the law;

Article 51. Handle violations by organizations and individuals practicing law illegally;

Foreign organizations and individuals practicing law in Vietnam under any form without being granted a License by the Ministry of Justice as stipulated in this Decree shall be ordered to cease practice, fined up to VND 20,000,000, and have their profits from practice confiscated;

Article 52. Handling violations by foreign law practice organizations in Vietnam;

Foreign law practice organizations in Vietnam violating the provisions of this Decree shall be subject to administrative penalties according to the following forms depending on the nature and degree of violation:

1. Warning or fine from VND 1,000,000 to VND 5,000,000 for any of the following acts:

a) Not having professional liability insurance for their lawyers practicing in Vietnam;

b) Not reporting or reporting inaccurately about organization and operation as prescribed;

c) Not registering, publishing notices as prescribed in Articles 21 and 22 of this Decree;

d) Altering or tampering with the Establishment License;

đ) Renting or lending the Establishment License;

e) Not having an office, not having a signboard or using a signboard contrary to the provisions of the law;

2. Fine from VND 5,000,000 to VND 10,000,000 for any of the following acts:

a) Changing the location of the headquarters from one province/city directly under the central government to another without approval;

b) Changing the name without approval;

c) Changing the Branch Manager, Director of foreign law firms, Director of foreign and Vietnamese joint-stock law firms, and practice areas without approval;

d) Causing difficulties or hindrances when competent state authorities conduct inspections or audits;

đ) Temporarily suspending or ceasing operations without complying with the procedures for temporary suspension or cessation of operations as prescribed in this Decree;

3. Fine from VND 10,000,000 to VND 20,000,000 for any of the following acts:

a) Practicing while suspended from operations;

b) Practicing outside the scope specified in the License;

4. In cases where foreign law practice organizations in Vietnam commit violations as stipulated in Clause 1 and Clause 2 of this Article with aggravating circumstances, they shall be fined at the highest level within the penalty range and may also be suspended from operations for a period of time;

5. In cases where foreign law practice organizations in Vietnam commit violations as stipulated in Clause 3 of this Article with aggravating circumstances, they shall be fined VND 20,000,000 and may also have their Establishment License revoked;

Article 53. Handling violations by foreign lawyers;

1. Foreign lawyers committing any of the following violations shall be subject to administrative penalties in the form of warning or fines from VND 1,000,000 to VND 10,000,000 depending on the nature and degree of violation:

a) Practicing outside the scope specified in Article 43 of this Decree;

b) Allowing others to use their Vietnamese Practice License;

c) Violating other provisions of this Decree;

2. In cases where foreign lawyers commit violations as stipulated in Clause 1 of this Article with aggravating circumstances, they shall be fined from VND 10,000,000 to VND 20,000,000 and may also be suspended from practice for a period of time or have their Vietnamese Practice License revoked;

Article 54. Competence of the Chairman of the People's Committee of provinces/cities directly under the central government to handle violations;

The Chairman of the People's Committee of the province/city directly under the central government where the foreign law practice organization is headquartered has the authority:

1. Issue a warning;

2. To impose fines up to VND 20,000,000 for violations committed by organizations and individuals as prescribed in this Decree;

3. To propose the Ministry of Justice to suspend operations for a period of time or revoke the Establishment License of foreign law practice organizations in Vietnam, the Vietnamese Practice License of foreign lawyers within their authority;

Article 55. Petitioning and Reporting

1. Individuals and organizations have the right to lodge complaints against administrative decisions and actions of administrative state agencies and authorized persons in such agencies if they believe that these decisions and actions violate the provisions of this Decree and infringe upon their legitimate rights and interests;

Complaint resolution shall be carried out in accordance with the law on complaints;

2. If dissatisfied with the administrative decision on complaint resolution, the complainant has the right to initiate an administrative lawsuit at the court in accordance with the law;

3. Individuals have the right to report to competent state agencies about violations of the provisions of this Decree.

The handling of complaints shall be in accordance with the provisions of the law on complaints.

Chapter VII

IMPLEMENTING PROVISIONS

Article 56. Investment projects related to the provisions at Amendment 1:2025 QCVN 07:2023/BXD issued accompanying this Circular that have been approved before this Circular takes effect shall continue to be implemented according to the regulations at the time of approval; the investment decision maker has the right to choose to apply Amendment 1:2025 QCVN 07:2023/BXD issued accompanying this Circular.

1. The branch of a foreign law firm in Vietnam that has been granted a License by the Ministry of Justice pursuant to Decree No. 92/1998/NĐ-CP dated November 10, 1998 of the Government on the practice of legal advisory services by foreign law firms in Vietnam shall continue its practice until the License expires; after the expiration of the License, if it wishes to continue practicing under the form of a Branch, it must go through the procedure to obtain a new License in accordance with the guidance of the Ministry of Justice.

2. A foreign law firm that has been granted a License by the Ministry of Justice to establish a Branch in Vietnam pursuant to Decree No. 92/1998/NĐ-CP dated November 10, 1998 of the Government on the practice of legal advisory services by foreign law firms in Vietnam may proceed with the procedure to convert the Branch into a Foreign Law Firm Company in accordance with the guidance of the Ministry of Justice.

3. A foreign lawyer who has been permitted to practice in Vietnam pursuant to Decree No. 92/1998/NĐ-CP dated November 10, 1998 of the Government on the practice of legal advisory services by foreign law firms in Vietnam shall continue to practice in Vietnam, but within thirty days from the date this Decree takes effect, they must complete the procedure to obtain a Practice License in accordance with this Decree.

Article 57. Within one (01) year from the effective date of this Decree:

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

This Decree replaces Decree No. 92/1998/NĐ-CP dated November 10, 1998 of the Government on the practice of legal advisory services by foreign law firms in Vietnam.

Article 58. Responsibility for Implementing the Decree

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons 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.