Tiếng Việt
中文A branch of a foreign law practice organization in Vietnam may be converted into a 100% foreign-invested limited liability law firm under Decree No. 123/2013/ND-CP (as amended and supplemented by Decree No. 137/2018/ND-CP). This article guides the naming, dossier and conversion procedure under the current legal framework.
1. Naming of a branch of a foreign law practice organization in Vietnam
Under Article 26 of Decree No. 123/2013/ND-CP, the name of a branch of a foreign law practice organization in Vietnam must include the phrase “branch” together with the name of the foreign law practice organization, consistent with the granted Establishment License. The name must be used uniformly in transactions, dossiers and the branch’s seal (if any).
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2. Dossier for converting a branch into a 100% foreign-invested law firm
The dossier for converting a branch into a 100% foreign-invested limited liability law firm includes: the conversion request; the draft charter of the law firm; documents evidencing satisfaction of the lawyer requirements (the branch head / firm director must be a lawyer as prescribed); a copy of the branch’s Establishment License; and other documents as prescribed by Decree No. 123/2013/ND-CP (as amended by Decree No. 137/2018/ND-CP). The dossier is submitted to the Ministry of Justice — the state management authority for foreign law practice organizations.
3. Conversion procedure and legal consequences
The Ministry of Justice appraises the dossier and grants the law firm’s Establishment License when conditions are met; it simultaneously revokes the branch’s Establishment License. The established law firm inherits the rights and obligations of the pre-conversion branch, including ongoing legal service contracts and obligations to clients and employees. After conversion, the firm must complete post-conversion procedures: registering a new seal specimen (if changed), notifying the tax authority, updating bank account information, and notifying clients of the conversion.
Notes on applying current legal provisions
This article is for reference, helping readers understand the legal issue at a general level. Decree No. 123/2013/ND-CP has been amended by Decree No. 137/2018/ND-CP (in which some provisions have been abolished or replaced); when preparing the dossier, the current consolidated text should be checked. Where detailed advice is needed, readers should contact ANT Legal’s lawyers at 0966.475.966 for verification 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.
- Not fully settling the branch’s rights and obligations before conversion.
- Overlooking post-conversion notifications to clients and the tax authority.
- The head not satisfying the lawyer requirements as prescribed.
How can ANT Legal help?
ANT Legal advises on, drafts dossiers for, and represents clients in the conversion of branches of foreign law practice organizations under current regulations. For quick advice, you may contact our lawyers at 0966.475.966.
Frequently asked questions
May a branch of a foreign law practice organization be converted into a law firm?
Yes. A branch of a foreign law practice organization in Vietnam may be converted into a 100% foreign-invested limited liability law firm under Decree No. 123/2013/ND-CP (as amended and supplemented by Decree No. 137/2018/ND-CP).
What does the dossier for converting a branch into a law firm include?
The dossier includes: the conversion request; the draft charter of the law firm; documents evidencing satisfaction of the lawyer requirements; a copy of the branch’s Establishment License; and other documents as prescribed. The dossier is submitted to the Ministry of Justice.
After conversion, does the new law firm inherit the branch’s obligations?
Yes. The established law firm inherits the rights and obligations of the pre-conversion branch, including ongoing legal service contracts and obligations to clients and employees.
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