Documents for merger of foreign law firms according to legal regulations

Can one or more 100% foreign-owned limited liability law firms merge into another 100% foreign-owned limited liability law firm? If so, what content does the foreign law firm merger dossier include?

1. What does the law stipulate that an application to establish a foreign law firm includes?

Pursuant to Article 28 of Decree 123/2013/ND-CP stipulating that an application to establish a foreign law firm has the following main contents:

– Name, nationality, head office address of the foreign law practice organization; name and head office address of the Vietnamese law practice organization for limited liability law firms in the form of joint ventures and partnership law firms between foreign law practice organizations and Vietnamese law partnerships;

– Name of the foreign law firm;

– Field of practice of the foreign law firm abroad;

– Duration of operation of the foreign law firm;

– Location of headquarters of the foreign law firm;

– Full name of the lawyer appointed as Director of the foreign law firm, accompanied by documents proving that the lawyer appointed by the foreign law practice organization as Director of the foreign law firm has had at least 02 years of experience. years of continuous law practice;

– Commitment of the foreign law practice organization to have at least 02 foreign lawyers, including Directors of foreign law firms, present and practicing in Vietnam. Each foreign lawyer must practice in Vietnam for 183 days or more in a continuous period of 12 months.

In case a foreign law firm in Vietnam establishes multiple branches in Vietnam, the total number of foreign lawyers present and practicing in Vietnam will also comply with the provisions of this clause;

– Estimated operating plan of the foreign law firm in Vietnam.

2. Can one or more 100% foreign-owned limited liability law firms merge into another 100% foreign-owned limited liability law firm?

Pursuant to Clause 1, Article 33 of Decree 123/2013/ND-CP regulating the merger of foreign law firms as follows:

Article 33. Merger of foreign law firms

1. One or more limited liability law firms with 100% foreign capital may merge into another limited liability law firm with 100% foreign capital.

One or more limited liability law firms in the form of a joint venture may merge into a limited liability law firm in the form of another joint venture.

One or more law firms in partnership between foreign law-practicing organizations and a Vietnamese law partnership firm can agree to merge into a partnership law firm between a foreign law practice organization and another Vietnamese law partnership firm.

Thus, according to the above regulations, one or more limited liability law firms with 100% foreign capital can merge into another limited liability law firm with 100% foreign capital.

3. What content does a foreign law firm merger dossier include?

Pursuant to Clause 2, Article 33 of Decree 123/2013/ND-CP stipulating that law firm merger dossiers are sent to the Ministry of Justice. Documents include:

– Law firm merger request;

– Law firm merger contract, which must clearly stipulate procedures, deadlines and conditions for merger; labor use plan; the inheritance of all rights and obligations of merged law firms;

– Establishment licenses of merged law firms and merged law firms.

Within 10 days from the date of receipt of a valid foreign law firm merger dossier, the Ministry of Justice decides to approve the merger; In case of refusal, it must be notified in writing and clearly state the reason.

– The foreign law firm receiving the merger does not have to register its operations but only carry out procedures to change the content of the Establishment License according to the provisions of Article 80 of the Law on Lawyers.

– The merged law firm enjoys legal rights and interests, is responsible for all unpaid debts, ongoing legal service contracts, labor contracts signed with lawyers, employees and other property obligations of the merged law firms.