Can two or more limited liability law firms with 100% foreign capital agree to merge into a new limited liability law firm with 100% foreign capital?

1. How is the scope of practice of foreign law firms in Vietnam and Vietnamese lawyers working for foreign law-practicing organizations in Vietnam regulated by law?

Pursuant to Article 31 of Decree 123/2013/ND-CP regulating the scope of practice of foreign law-practicing organizations in Vietnam and Vietnamese lawyers working for foreign law-practicing organizations in Vietnam as follows:

– The scope of practice of foreign law-practicing organizations in Vietnam is carried out in accordance with the provisions of Article 70 of the Law on Lawyers, in which, foreign law-practicing organizations in Vietnam are not allowed to:

+ Authenticate copies and translations of documents issued by Vietnamese state agencies and organizations grant;

+ Perform procedures for adoption, marriage, civil status, Vietnamese nationality;

+ Perform notary services, bailiffs and other legal services that according to Vietnamese law can only be performed by Vietnamese law-practicing organizations, Vietnamese notary practicing organizations, and Vietnamese bailiff-practicing organizations. currently.

– Vietnamese lawyers working for foreign law-practicing organizations in Vietnam are not allowed to perform the services specified in Clause 1 of this Article.

2. Can two or more limited liability law firms with 100% foreign capital agree to merge into a new limited liability law firm with 100% foreign capital?

Pursuant to Clause 1, Article 32 of Decree 123/2013/ND-CP stipulating the consolidation of foreign companies as follows:

Article 32. Consolidation of foreign law firms

1. Two or more limited liability law firms with 100% foreign capital can agree to merge into a new limited liability law firm with 100% foreign capital.

Two or more limited liability law firms in the form of a joint venture can agree to merge into a limited liability law firm in the form of a new joint venture.

Two or more law firms that are a partnership between a foreign law practice organization and a Vietnamese law partnership firm can agree to merge into a new partnership law firm between a foreign law practice organization and a Vietnamese law partnership company.

Thus, according to the above regulations, two or more limited liability law firms with 100% foreign capital can agree to merge. into a new 100% foreign-owned limited liability law firm.

3. How are foreign law firm consolidation dossiers regulated?

Pursuant to Clause 2, Article 32 of Decree 123/2013/ND-CP, which stipulates that law firm consolidation dossiers are sent to the Ministry of Justice. Documents include:

– Application for law firm consolidation;

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

– Establishment license of the merged law firms;

– Consolidated law firm charter.

– Within 10 days from the date of receipt of valid documents, the Ministry of Justice decides to approve the merger in the form of issuance of an Establishment License consolidated foreign law firm; In case of refusal, it must be notified in writing and clearly state the reason.

After the consolidated foreign law firm is granted an Operation Registration Certificate, will the merged foreign law firm have its operations terminated?

Pursuant to Clause 4, Article 32 of Decree 123/2013/ND-CP stipulates as follows following:

– After the consolidated foreign law firm is granted an Operation Registration Certificate, the merged foreign law firms will terminate their operations. The consolidated law firm enjoys legal rights and interests, is responsible for all unpaid debts, ongoing legal service contracts, labor contracts signed with lawyers, other employees and other property obligations of the merged law firms.