Tiếng Việt
中文One or more wholly foreign-owned LLC law firms may merge into another wholly foreign-owned LLC law firm under Decree No. 123/2013/ND-CP (as amended and supplemented by Decree No. 137/2018/ND-CP). This article guides the merger dossier under the current legal framework.
1. Establishment dossier of a foreign law firm before the merger
Under Article 28 of Decree No. 123/2013/ND-CP, the dossier for establishing a wholly foreign-owned LLC law firm includes the establishment application, the draft Charter, documents proving that the foreign law-practicing organization was lawfully established abroad, documents on the lawyer expected to be the company’s Director, and other documents as prescribed. This serves as the basis for determining the organization’s capacity and status before the merger.
Related services
Corporate Legal Advisory
If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.
2. Conditions for merging foreign law firms
Under Article 33 of Decree No. 123/2013/ND-CP, the merger of wholly foreign-owned LLC law firms must be agreed by the parties in a merger contract, clearly identifying the surviving company, the merged company, the asset disposal plan, rights and obligations, ongoing legal service contracts, and employees. The surviving company must fully satisfy the operating conditions of a foreign law firm in Vietnam after the merger.
3. What does the foreign law firm merger dossier include?
The merger dossier submitted to the Ministry of Justice includes: the merger contract; the Charter of the surviving company (amended and supplemented after the merger); copies of the Establishment Licenses of the companies participating in the merger; the plan for settling clients’ and employees’ interests; and other documents as prescribed. The Ministry of Justice appraises the dossier and issues an amended Establishment License to the surviving company; the merged company ceases to exist and has its License revoked. The surviving company succeeds to all rights and obligations of the merged company.
Notes on applying current legal regulations
This article is presented for reference, helping readers understand the legal issue at an overview level. Decree No. 123/2013/ND-CP was amended by Decree No. 137/2018/ND-CP; when preparing the dossier, check the current consolidated instrument. For detailed advice, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.
Common risks to note
– Applying the original Decree No. 123/2013/ND-CP while overlooking the amendments in Decree No. 137/2018/ND-CP.
– A merger contract that does not thoroughly address ongoing service contracts.
– Omitting the obligation to notify clients after the merger.
– Failing to satisfy the lawyer-related conditions after the merger.
How can ANT Legal help?
ANT Legal assists in advising on and drafting merger contracts and dossiers, and representing clients in foreign law firm merger procedures. For quick advice, you may contact our lawyers at 0966.475.966.
Frequently asked questions
May wholly foreign-owned law firms merge with each other?
Yes. One or more wholly foreign-owned LLC law firms may merge into another wholly foreign-owned LLC law firm under Decree No. 123/2013/ND-CP (as amended and supplemented by Decree No. 137/2018/ND-CP).
What must the parties agree in a foreign law firm merger?
The parties agree in a merger contract clearly identifying the surviving company, the merged company, the asset disposal plan, rights and obligations, ongoing legal service contracts, and employees (Article 33 of Decree No. 123/2013/ND-CP).
Where is the foreign law firm merger dossier submitted?
At the Ministry of Justice, including: the merger contract; the Charter of the surviving company (amended and supplemented after the merger); copies of the Establishment Licenses of the participating companies; and the plan for settling clients’ and employees’ interests.
Related articles
May Two or More LLC Law Firms Consolidate into a New LLC Law Firm?
Converting a Foreign Law-Practicing Organization’s Branch into a Wholly Foreign-Owned LLC Law Firm in Vietnam
Corporate legal consulting
