Tiếng Việt
中文Two or more limited liability law firms (domestic) may agree to merge into a new law firm under the law on lawyers. This article clarifies the contents of the law firm’s Charter, merger conditions, dossier and registration procedures under Decree 123/2013/ND-CP (as amended and supplemented by Decree 137/2018/ND-CP) and the Law on Lawyers.
1. What must a law firm’s Charter contain?
Under Article 7 of Decree 123/2013/ND-CP, the Charter of a limited liability law firm includes: name, head office address; type of law firm; practice areas; names and addresses of the owner lawyer/members; charter capital; rights and obligations of members; organizational and management structure; procedures for adopting decisions; and other contents as agreed not contrary to law. The Charter is the most important internal legal basis of a law firm.
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2. Conditions for merging law firms
The merger must be agreed in a merger contract by the participating law firms, identifying the merged law firm, the plan for handling assets, debts, succession of rights and obligations, settlement of ongoing legal service contracts and employees’ interests. Member lawyers of the merged firm must meet practice conditions under the Law on Lawyers. The merged law firm must fully meet the establishment and operation conditions for law-practising organizations.
3. Dossier and registration procedures for the merger
The merger registration dossier includes: merger contract; draft Charter of the merged law firm; list of member lawyers; documents proving satisfaction of conditions on head office and personnel; and other documents as prescribed. The dossier is submitted to the Department of Justice where the merged law firm locates its head office (for domestic law-practising organizations). After being granted the Operation Registration Certificate, the merged law firm succeeds to all rights and obligations of the merged-out firms; the merged-out firms terminate operations and return their Operation Registration Certificates.
Notes on applying current legal regulations
The content of this article is presented for reference purposes, helping readers understand the legal issue at an overview level. Decree 123/2013/ND-CP has been amended by Decree 137/2018/ND-CP; when preparing dossiers, cross-check the consolidated current instrument and the regulations of the local Bar Association. Where detailed advice is needed, you should contact an ANT Legal lawyer via 0966.475.966 for review and advice before proceeding.
Common risks to note
– Applying the original Decree 123/2013/ND-CP while ignoring amendments in Decree 137/2018/ND-CP.
– Merger contract failing to thoroughly handle debts and ongoing service contracts.
– Charter of the merged firm lacking mandatory contents.
– Failing to notify clients of the merger.
How can ANT Legal help?
ANT Legal assists in advising, drafting merger contracts, Charters and merger registration dossiers for law firms. For prompt advice, please contact our lawyers via 0966.475.966.
Frequently asked questions
May two domestic limited liability law firms merge?
Yes. Two or more limited liability law firms may agree to merge into a new law firm under the law on lawyers and Decree 123/2013/ND-CP (as amended and supplemented by Decree 137/2018/ND-CP).
What must a law firm merger contract contain?
Identifying the merged law firm; the plan for handling assets and debts; succession of rights and obligations; settlement of ongoing legal service contracts and employees’ interests.
Where is the law firm merger dossier submitted?
To the Department of Justice where the merged law firm locates its head office, including: merger contract; draft Charter of the merged law firm; list of member lawyers; documents proving satisfaction of conditions on head office and personnel.
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