Nowadays, many law students and people practicing law want to own a law firm or a lawyer’s office. However, in order to establish a law firm, having a legal practicing certificate or a lawyer card is not enough…. Follow this article to have an insight into “Conditions for a legal firm establishment”.
Legal ground
- Enterprises law 2020
- Law on Lawyers 2006, Amendments and Supplements in 2012
Conditions for legal firm establishment
Conditions on the type of legal firm
Clause 1, Article 34 of the Law on Lawyers 2006, then amended and supplemented in 2012 (hereinafter referred to as the Law on Lawyers) stated:
“Law firms include partnership law firms and limited liability law firms. Members of a law firm must be lawyers”
Thus, the law stipulates the types of law firm in two forms: partnership and limited liability.
Conditions on owner
Clauses 2 and 3, Article 34 of the Law on Lawyers:
- A partnership law firm established by at least two lawyers
- A limited liability law firm includes a limited liability law firm with two or more members and a single-shareholder limited liability law firm
Consequently, at least two lawyers take part in establishing a limited liability law firm with two or more members. Besides, a single-shareholder limited liability law firm is established and owned by a lawyer
Conditions on branch and business lines
In particular, the legal firm’s business line is the legal practice on the list of conditional business lines according to the provisions of the Investment Law 2020, which took effect from January 1, 2021, in Appendix IV.
Conditions for legal practice include:
Firstly, must have qualified lawyers as prescribed according to Article 10 of the Law on Lawyers:
“Vietnamese citizens are loyal to the nation, abide by the Constitutional and legislation, have good moral character, have a bachelor’s degree in law, have been trained in the profession of a lawyer, passed the trainee period of legal practice, have guarantee health, then can become a lawyer”
Secondly, must have a lawyer certificate
Persons who passed the examination of the legal trainee subsequently submits a dossier of application for the issuance of a lawyer certificate to the Board of Directors of the Bar Association.
- The Ministry of Justice issues the lawyer certificate.
- Vietnam Bar Federation issues legal practice cards.
Thirdly, must join a bar association
Holders of a Lawyer Certificate have the right to choose to join a Bar Association to practice law.
After joining the Bar Association, the lawyer then work under a labor contract for a legal-practicing organization, practice as an individual under an employment contract for an agency, organization, establish or participate in the establishment of a legal-practicing organization under the provisions of the Law on Lawyers in the locality where the Bar Association is headquartered.
Conditions on the firm’s name
The name of the partnership legal firm or limited liability law firm with two or more members selected by agreement of the members. The name of a single-shareholder limited liability legal firm selected by the owner. Besides, the firm set it’s name in accordance with the Law on Enterprises, and must include the phrase “partnership legal firm” or “limited liability legal firm”. In the second place, it must not duplicate with the name of another legal-practicing organization that already registered for operation, as well as use words and symbols that violate the historical, cultural, ethical, and traditions of the nation.
Conditions on the head office
The firm must have an office.
When a lawyer establishes a legal firm, he must state the address of the company’s headquarters and ensure that address is real. This will create good conditions for the company and ensure that customers avoid scams that happen to lower the reputation of the company.
The company address is the place where business activities are conducted, which also determines the tax authority that manages it directly. Therefore, choosing a company address is extremely important to the company’s business operations.
The Enterprise Law 2020 specifically stipulates the company’s address as:
“The head office of the enterprise locate in the Vietnamese territory. It is the contact address of the enterprise and is determined by administrative boundaries; have a phone number, fax number, and email (if there are any)”
On the other hand, Articles 3 and 6 of the Law on Housing 2014 and Official dispatch No. 2544/BXD-QLN of the Ministry of Construction on the management and use of apartment buildings issued on November 19, 2009, stipulated that enterprises are not allowed to address their headquarters at apartment buildings, or collective quarters.
Conditions on capital and seal
The Law on Enterprise 2020 stipulates that enterprises are free to decide on the content of the seal. So, they don’t need to carry out the procedure for notifying the seal sample.
Also, the law does not stipulate capital when establishing a law firm. That means law firm members have discretion over the company’s capital.
Documents needed for legal firm establishment
According to the provisions of Article 35 of the Law on Lawyers 2006 and Decree 123/2013/ND-CP the documents required to establish a law firm include the following documents:
Application for registration of operation of a partnership or limited liability legal firm with two or more members, made according to the unified form.
An application for operation registration of a legal-practicing organization must contain the following main details: Name of lawyer’s office; legal firm; office address; Full name, permanent address of the Chief lawyer or company’s owner (for single-shareholder limited liability legal firms), or member lawyers (for legal firms with 2 or more members; partnerships); Full name, number, and date of issuance of the lawyer’s card of the legal representative; field of practice.
The firm’s charter
The charter of a legal firm includes the following main details: Name, head office address, type of legal firm; field of practice, full name, and permanent address of the company owner (for single-shareholder limited liability legal firms); or member lawyers (for law firms with 2 or more LLCs and partnerships); Rights and obligations of the owner or member lawyers.
Equally important, procedures and conditions for joining or withdrawing from the list of member lawyers (legal firms with two or more members; partnerships); Organizational structure, management, and administration; Procedures for passing resolutions; internal dispute settlement principles; Principles of profit sharing and responsibilities of member lawyers for the company’s obligations (for law firms with two or more members; partnerships); Formality of amending and supplementing the charter of the law firm.
A copy of the legal practicing certificate, the lawyer’s card of the chief lawyer, or the director of the law firm.
As mentioned above, the director of a law firm must have a legal practicing certificate. Therefore, the dossier for the establishment of a law firm sent to the Department of Justice must contain a copy of the legal practicing certificate and lawyer’s card is required.
Documents to authenticate the headquarters of the legal-practicing organization.
In case of renting or borrowing the office, the contract must specify the location, area, and purpose; in case the head office is a private house; there must be a document specifying the location and area used as the head office.
Name request form
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Related Questions
A legal practicing certificate is a certification granted by the Ministry of Justice in association with Lawyer Organizations after passing the law practice test.
The lawyer card is a certificate of membership of the Vietnam Bar Federation. The person who is issued with a lawyer’s card uses the card while practicing law under the legislation.
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