Business & Corporate – VDD Lawyers – Law Firm

VDD LAWYERS’ legal counselling services on Business and Corporate help clients with the following:

Service 1: Monthly retainer service
Service 2: Providing legal advice/legal opinion
Service 3: Representing the Client to negotiate with third party(ies)
Service 4: Drafting/reviewing legal related document(s)
Service 5: Corporate Governance & Compliance
Service 6: Obtaining business information about individual/entity from the State competent authority(ies)
Service 7: Obtaining license/permit/approval/certificate
Service 8: Carrying out legal procedures for Investment certificate amendments
Service 9: Carrying out the legal procedures for establishment of the Company
Service 10: Obtaining Representative office license and post licensing requirements
Service 11: Due Diligence (“DD”)
Service 12: Obtaining ruling from the local State authorities
Service 13: Notifying change of the Project Office’s Chief to the local competent authority of Vietnam
Service 14: Liquidation of business
Service 15: Foreign loan registration and loan conversion
Service 16: Obtaining license/permit/approval/certificate

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Service 1: Monthly retainer service

Attending various meetings requested by the Client or proposed by VDD LAWYERS from time to time to provide legal advice;
Drafting and sending legal advice and answers upon the Client requests from time to time;
Sending legal newsletters and legal alerts on a monthly basis to the Client free of charge;
Sending legal documents per the Client’s requests from time to time if they are available from a reliable source;
Upon the Client request, advising the Client on new laws and regulations of Vietnam and their implications on the Client’s business activities, if any;
Joining the Client to negotiate, draft and/or review contracts and other legal documents in relation to the Client’s business activities; and
Translating legal documents which are not available upon the Client’s request.

Service 2: Providing legal advice/legal opinion

Obtaining relevant matter facts through email exchange with the Client;
Reviewing the relevant information and documents provided;
Searching relevant laws and regulations of Vietnam for the legal advice/legal opinion;
Drafting the legal advice/legal opinion;
Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
Finalizing the draft legal advice/legal opinion and sending it through email to the Client for comments and inputs (if any);
Going through the Client’s comments and inputs (if any) to the draft legal advice/legal opinion (if any) and amending and/or supplementing and finalizing the legal advice/legal opinion; and
Sending the final version of the legal advice/legal opinion to the Client either via email/fax or letter for the Client’s record and further action.

Service 3: Representing the Client to negotiate with third party(ies)

Collecting relevant information from the Client and preparing legal points for the coming negotiation;
Attending various meetings with the Client representative(s) and representative(s) of the third party(ies);
Communicating with the Client representative(s) and representative(s) of the third party(ies) via telephone or email to seek for mutual solution;
If the mutual solution can be reached, preparing a mutual agreement (“Mutual Agreement”);
Sending the draft Mutual Agreement to the Client and representative(s) of the third party(ies) for comments and inputs, if any;
Answering questions from the Client and representative(s) of the third party(ies) regarding the draft Mutual Agreement;
Finalizing and sending the Mutual Agreement to the Client and representative(s) of the third party(ies) for signing;
If the Mutual Agreement must be prepared in both English and Vietnamese, translating the Mutual Agreement into either English or Vietnamese; and
Witnessing the signing of the Mutual Agreement, if requested.

Service 4: Drafting/reviewing legal related document(s)

Obtaining relevant matter facts through email exchange with the Client;
Reviewing the relevant information and documents provided;
Searching relevant laws and regulations of Vietnam relating to legal related document(s);
Drafting the legal document(s) or Reviewing and providing comments to the legal document(s) provided;
Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
Finalizing the draft legal documents or giving comments to the legal documents provided and sending them through email to the Client for comments and inputs (if any);
Going through the Client’s comments and inputs (if any) to the draft legal documents or to the comments and recommended changes by VDD LAWYERS, amending and/or supplementing and finalizing the documents (maximum two times of amendments and supplements only); and
Sending the final version of the legal documents or the final comments and recommended changes from VDD LAWYERS to the Client.

Service 5: Corporate Governance & Compliance

Step 1: Attendance at various meetings of the Board of Management (or Members’ Council) of the Client and recording of meeting minutes (maximum 4 meetings each year):

Traveling to the Client office or another place as confirmed in the invitation letter to attend meetings of the Board of Management (or Members’ Council) of the Client;
Attending the meetings of the Board of Management (or Members’ Council);
Recording minutes of the meetings of the Board of Management (or Members’ Council) of the Client; and
Preparing the Resolution for the meeting (if required).

Step 2: Updating and maintaining statutory registers:

Updating and maintaining statutory registers i.e. register of members in safe place in VDD LAWYERS office; and
Copying minutes of meetings to the members per their requests from time to time.

Service 6: Obtaining business information about individual/entity from the State competent authority(ies)

Receiving the related information and documents for the matters from the Client;
Drafting an official letter to be sent to the State competent authority asking to provide any record of individual/entity;
Sending the official letter to Client for comments (if any) and finalizing such document;
Submitting the official letter to the DPI on behalf of the Client; and
Following up with the DPI until receiving the result from such authority and keeping the Client updated accordingly.

Service 7: Obtaining license/permit/approval/certificate

Step 1: Obtaining license/permit/approval/certificate

Obtaining relevant material facts or obtaining them through email exchange with the Client;
Reviewing the relevant information and documents provided;
Searching relevant laws and regulations of Vietnam relating to the matters;
Drafting the application files;
Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
Finalizing the draft application files and sending them through email to the Client for comments and inputs;
Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
Receiving the signed application files from the Client, binding and submitting them to the local licensing bodies of Vietnam;
Following up from time to time with the local licensing bodies of Vietnam regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the local licensing bodies of Vietnam (if requested);
Reporting the application status to the Client from time to time if there is any significant development;
Attending maximum one meeting with the Client to keep the Client informed of the application file status;
Receiving the license/permit/approval/certificate from local licensing bodies of Vietnam; and
Translating the license/permit/approval/certificate into English (if requested by the Client) and sending it to the Client.

Step 2: Carrying out post licensing requirements

Preparing and sending the application file for obtaining the tax code and seal and initial tax registration of the Client through email for comments and inputs;
Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
Receiving the signed application files from the Client, binding and submitting them to the relevant State bodies of Vietnam;
Following up from time to time with the relevant State bodies of Vietnam regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the relevant State bodies of Vietnam (if requested);
Reporting the filing status to the Client from time to time if there is any significant development;
Receiving the tax code and seal and initial tax registration from the relevant State bodies of Vietnam; and
Translating the tax code and seal and initial tax registration into English (if requested by the Client) and sending it to the Client.

Service 8: Carrying out legal procedures for Investment certificate amendments

Step 1: Implementing legal procedures for the Investment Certificate (“IC”) Amendment of the Client

Reviewing corporate documents provided by the Client in relation to the matters;
Preparing a list of legal documents required for registering the supplementation of the new business lines into the Client current IC. Based on the information provided by the Client, reviewing and incorporating these documents into the application file;
Drafting the application file for registering the supplementation of the new business line into the Client’s current IC;
Attending various meetings with the Client to explain and gather information and data for the completion of the application file;
Reviewing and assembling all required documents to be included in the application file for the amendment of the Client’s current IC;
Representing the Client to submit the application file for the amendment of the current IC to the local licensing authority; and
Acting as the Client’s attorney to follow up with the local licensing authority until the issuance of the Client amended IC.

Step 2: Carrying out the Post-Licensing Procedures

Upon the issuance of the Client amended IC, VDD LAWYERS could assist the Client in complying with post-licensing requirements:

Notifying to the competent tax authority; and
Implementing the mandatory press announcement concerning the change to the IC of the Client.

Service 9: Carrying out the legal procedures for establishment of the Company

Step 1: Obtaining the Investment Registration Certificate (“IRC”) of the Client

Obtaining relevant material facts through email exchange with the Client;
Reviewing the relevant information and documents provided;
Searching relevant laws and regulations of Vietnam relating to the matters;
Preparing checklist of required documents for the IRC;
Guiding the Client to prepare and complete the legalization procedures of the documents certifying the Client’s legal status and financial ability for running the Company;
Drafting the application files for obtaining the IRC both in English and Vietnamese;
Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
Finalizing the draft application files and sending them through email to the Client for comments and inputs;
Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
Receiving the signed application files from the Client and submitting them to the Licensing Authority;
Following up from time to time with the Licensing Authority regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the Licensing Authority (if requested);
Reporting the application status to the Client from time to time if there is any significant development;
Receiving the IRC from the Licensing Authority; and
Translating the IRC into English if requested by the Client.

Step 2: Obtaining the enterprise registration certificate (“ERC”) of the Company

Reviewing the relevant information and documents provided;
Searching relevant laws and regulations of Vietnam relating to the matters;
Preparing checklist of required documents for the ERC;
Drafting the application files for obtaining the ERC both in English and Vietnamese;
Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
Finalizing the draft application files and sending them through email to the Client for comments and inputs;
Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
Receiving the signed application files from the Client and submitting them to the Licensing Authority;
Following up from time to time with the Licensing Authority regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the Licensing Authority (if requested);
Reporting the application status to the Client from time to time if there is any significant development;
Receiving the ERC from the Licensing Authority; and
Translating the ERC into English if requested by the Client.

Step 3: Carrying out post licensing requirement

Implementing the mandatory press announcement concerning the establishment of the Company on the National Business Registration Portal within thirty (30) days as from the date of the issuance of the ERC.

Service 10: Obtaining Representative office license and post licensing requirements

Step 1: Obtaining RO license

Preparing a list of legal documents required for the obtaiment of the RO license. Based on the information provided by the Client, VDD LAWYERS will review and incorporate these documents into the application file;
Drafting and preparing all required documents to apply for the Establishment License for the RO;
Instructing the Client to prepare and complete the legalization procedures of legitimate documents certifying financial capacity and legal status of the Client as requested by Vietnamese laws in respect of establishing the RO;
Lodging the application dossier on behalf of the Client and following up with the licensing authorities until the Establishment License for the RO is issued; and
Receiving the Establishment License of the RO and deliver it to the Client.

Step 2: Carrying out post licensing requirements

Assisting the Client to proceed with the procedures for mandatory press announcement of the establishment of the RO;
Assisting the Client to proceed with the procedure for Operation Notification of the RO;
Assisting the Client to proceed with the procedure for obtaining the seal of the RO;
Assisting the Client to proceed with the procedures to obtain tax code for the RO; and
Assisting the Client to proceed with the procedures for obtaining the personal income tax code for the Chief Representative of the RO.

Service 11: Due Diligence (“DD”)

Step 1: Collecting relevant information

Drafting and sending a checklist of documents required to be provided for the DD work;
Attending maximum two (02) meeting(s) with the Client to collect initial information relating to the DD;
Arranging suitable partners, associates and paralegals (“Team of Attorneys”) to handle the DD;
Drafting and sending a list of questionnaires for the Target Business, if necessary; and
Following up with the Client and the authorized representative of the Target Business to collect the required documents.

Step 2: Checking legal issues

Reviewing the relevant documents provided by the Target Business and finding legal issues associated with the business operation of the Target Business under the laws of Vietnam;
Checking relevant laws and regulations of Vietnam regarding the legal issues associated with the business operation of the Target Business under the laws of Vietnam;
Attending various meetings with the Client and the persons in charge of the Target Business to raise questions and receive answers relating to the DD; and
Attending various internal discussions with the Team of Attorneys of VDD LAWYERS to discuss and analyse legal issues associated with the business operation of the Target Business under the laws of Vietnam and making certain recommendations (if any).

Step 3: Drafting the Due Diligence Report

Drafting and sending the first draft of the DD Report to the Client for the Client comments;
Attending various meetings with the Client and/or answering the Client emails to clarify any unclear matters from the first draft of the DD Report;
Based on the Client comments, revising, supplementing and sending the second draft of the DD Report to the Client for the Client final comments (if necessary);
Finalizing and sending the final version of the DD Report for the Client further action; and
Any other relevant DD works as required.

Service 12: Obtaining ruling from the local State authorities

Reviewing related documents provided by the Client;
Researching laws and regulations relating to the Client matters;
Drafting a petition letter to the State authority(ies) regarding the Client matters and sending it to the Client for comments and inputs;
Receiving the Client’s comments to the draft petition letter and finalizing it for submission;
Translating the petition letter into Vietnamese (if necessary) and submitting it to the local State authorities office; and
Following up with the local State authorities from time to time until the ruling is issued, including preparing clarification statements and/or answering any questions from the local licensing bodies of Vietnam.

Service 13: Notifying change of the Project Office’s Chief to the local competent authority of Vietnam

Drafting written notice for change of the Project Office’s Chief;
Submitting the written notice to the local competent authorities on behalf of the Project Office;
Receiving any response/confirmation from the local competent regarding the written notice of change of the Project Office’s Chief; and
Reporting the Client about response/confirmation from the local competent.

Service 14: Liquidation of business

Attending the meetings (02 meetings at maximum) with the Client to discuss the legal process for liquidation of the Client business;
Preparing a checklist of required documents and the possible action plan for liquidation of the Client to be submitted to the local Department of Planning and Investment (“DPI”);
Drafting necessary documents for liquidation of the Client based on the checklist, including the establishment of liquidation committee of the Client, plan for liquidation of the Client, the template for termination of labour contracts, outstanding contracts/agreements between the Client and its partners/suppliers/third parties;
Reviewing and assembling all required documents provided by the relevant parties to be included in the application files for liquidation of the Client;
Assisting the Client in working with the local tax authority to facilitate the tax finalization of the Client. All papers and accounting books of the Client for its tax finalization shall be prepared by the Client with support of VDD LAWYERS;
Representing the Client to submit the application files for the liquidation to the DPI for its initial approval;
Representing the Client to return the Client’s official seal to the local police authority;
Representing the Client in working with the DPI and other relevant local State authorities regarding the legal procedures for its liquidation and obtaining related official letters/approval from such authorities in relation with the liquidation of the Client; and
Preparing notice for press announcement of the liquidation of the Client and contacting with a newspaper for such procedure.

Service 15: Foreign loan registration and loan conversion

Step 1: Registering the long-term Loan with the State Bank of Vietnam

Collecting documents relating to the loan agreement provided by the Client (“Loan Agreement”);
Verifying the documents related to the Loan Agreement in order to identify legal issues associated with it when registering the loan with the State Bank of Vietnam (“SBV”);
Drafting documents to rectify the legal issues related to the Loan Agreement so that the Loan Agreement could be acceptable for being registered with the SBV;
Drafting the documents of the application file for registration of the Loan Agreement with the SBV in accordance with the list of required documents provided to the Client;
Sending the drafted documents of the application file to the Client for its comments and inputs (if any);
Amending and finalising the documents based on the Client comments and inputs (if any);
Representing the Client to submit the application file for registering the Loan with the SBV for approval; and
Following up with the SBV (including answering any questions from the SBV or making clarifications if necessary) until the SBV approval is issued and registration is duly completed.

Step 2: Conversion of the long or medium term Loan to charter capital of the Borrower

Preparing the checklist for conversion of the Loan into the contribution capital of the Borrower into the Client;
Drafting the application file for conversion of the Loan into the contribution capital of he Borrower into the Client;
Sending the drafted application file to the Client for its comments and inputs (if any);
Amending the documents based on the Client comments and inputs (if any);
Representing the Client to submit the application file for conversion of the Loan into the contribution capital of the Borrower into the Client with the SBV; and
Following up with the SBV (including answering any questions from the SBV or making clarifications if necessary) until the SBV approval is issued.

Service 16: Obtaining license/permit/approval/certificate

Step 1: Obtaining license/permit/approval/certificate

Obtaining relevant material facts or obtaining them through email exchange with the Client;
Reviewing the relevant information and documents provided;
Searching relevant laws and regulations of Vietnam relating to the matters;
Drafting the application files;
Checking opinion/advice relating to the matters from relevant local State officers (if there are grey or ambiguous legal areas);
Finalizing the draft application files and sending them through email to the Client for comments and inputs;
Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
Receiving the signed application files from the Client, binding and submitting them to the local licensing bodies of Vietnam;
Following up from time to time with the local licensing bodies of Vietnam regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the local licensing bodies of Vietnam (if requested);
Reporting the application status to the Client from time to time if there is any significant development;
Attending maximum one meeting with the Client to keep the Client informed of the application file status;
Receiving the license/permit/approval/certificate from local licensing bodies of Vietnam; and
Translating the license/permit/approval/certificate into English (if requested by the Client) and sending it to the Client.

Step 2: Carrying out post licensing requirements

Preparing and sending the application file for obtaining the tax code and seal and initial tax registration of the Client through email for comments and inputs;
Going through the Client’s comments and inputs (if any) to the draft application files, amending and/or supplementing and finalizing them;
Sending the final version of the application files to the Client either via email/fax or letter in order for the Client to sign for submission;
Receiving the signed application files from the Client, binding and submitting them to the relevant State bodies of Vietnam;
Following up from time to time with the relevant State bodies of Vietnam regarding the assessment status of the application files, including preparing clarification statements and/or answering any questions from the relevant State bodies of Vietnam (if requested);
Reporting the filing status to the Client from time to time if there is any significant development;
Receiving the tax code and seal and initial tax registration from the relevant State bodies of Vietnam; and
Translating the tax code and seal and initial tax registration into English (if requested by the Client) and sending it to the Client.

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