Working with Foreign Law Firms

Working with foreign law firms: who is it for?

• Law firms in China, Hong Kong, Singapore and other jurisdictions whose clients invest, do business or encounter disputes in Vietnam — needing a reliable Vietnamese-law point of contact to coordinate dossiers.
• Multinational groups running simultaneous transactions across countries, needing Vietnamese lawyers working directly with the group’s global advisory team.
• Vietnamese companies investing abroad, needing a domestic point of contact to coordinate lawyers in the host jurisdiction and control advice quality and timelines.
• Investment funds and financial institutions conducting legal due diligence on Vietnamese companies or projects before committing capital.
• Foreign law firms that already have a branch or law company in Vietnam but need additional capacity in areas where Vietnamese law limits the practice scope of foreign lawyer organisations.

Why do cross-border transactions need a lawyer on the ground in Vietnam?

Vietnamese law contains layers of administrative procedure that cannot be inferred from practice experience in another jurisdiction. A law firm in Beijing or Singapore may draft an excellent M&A contract to international standards, but the foreign investor’s capital contribution and share purchase registration procedure, market access conditions by sector, or whether the target company holds land use rights in areas affecting national defence and security — all of these are “local” in the literal sense, and any of them can derail the closing timeline if missed.

The second barrier is language and the way of working with state authorities. Dossiers filed in Vietnam are prepared in Vietnamese; exchanges and explanations with investment registration authorities, tax authorities or courts take place in Vietnamese. A Vietnamese lawyer contact does not merely translate — they take responsibility for the legal accuracy of the entire Vietnam portion of the work.

The biggest risk when three or four law firms join one dossier without a clear lead is a “responsibility gap”: each side assumes the other part is covered. FLAT’s coordination mechanism is designed to eliminate this gap — clear written allocation, one lawyer accountable for the entire Vietnam portion, and all exchanges with the foreign law firm going through a single point of contact.

Legal framework: foreign lawyer organisations practising in Vietnam

The Law on Lawyers (No. 65/2006/QH11, as amended by Law No. 20/2012/QH13) devotes a chapter to the practice of foreign lawyer organisations and foreign lawyers in Vietnam. Points foreign law firms should know:

• Forms of presence (Article 69): branches of foreign lawyer organisations; 100% foreign-owned limited liability law companies; joint-venture limited liability law companies; partnerships between foreign lawyer organisations and Vietnamese partnership law firms.
• Scope of practice (Article 70): foreign branches and law companies may provide legal consultancy and other legal services; they may not appoint their foreign and Vietnamese lawyers to participate in proceedings as representatives, defence counsel or protectors of the lawful rights and interests of litigants before Vietnamese Courts; they may not provide services concerning legal documents and notarisation related to Vietnamese law; they may appoint their Vietnamese lawyers to advise on Vietnamese law.
• Prohibited work (Article 31 of Decree 123/2013/ND-CP): certifying copies and translations of documents issued by Vietnamese state agencies and organisations; carrying out procedures for child adoption, marriage, civil status and Vietnamese nationality; providing notarisation, bailiff services and other legal services that Vietnamese law permits only Vietnamese lawyer organisations, Vietnamese notary organisations and Vietnamese bailiff organisations to perform.
• Practice conditions (Article 68): commitment to comply with the Constitution and laws of Vietnam; commitment to have at least two foreign lawyers — including the branch head and the director of the foreign law company — present and practising in Vietnam for 183 days or more within a continuous twelve-month period; branch heads and directors of foreign law companies must have at least two consecutive years of lawyer practice.

Decree 123/2013/ND-CP detailing the Law on Lawyers remains in force, as amended by Decree 137/2018/ND-CP and Decree 112/2025/ND-CP.

The key takeaway for clients: Vietnamese law reserves certain work for Vietnamese lawyer organisations and limits the practice scope of foreign lawyer organisations — even where they have a branch in Vietnam. This is the practical reason the Vietnam counsel / co-counsel role cannot be replaced by “doing it remotely”.

What does FLAT LAW FIRM handle as Vietnam counsel?

• Vietnamese-law advice for transactions: investment and market access conditions, transaction structuring compliant with Vietnamese law, reviewing and calibrating clauses of contracts drafted under foreign law to avoid conflicts with mandatory Vietnamese law provisions.
• Legal due diligence in Vietnam: reviewing the target company or project — legal standing, land, licences, key contracts, tax obligations, labour and potential disputes — reporting in the agreed working language.
• Drafting and reconciling bilingual documents: drafting or reviewing contracts, minutes and resolutions from a Vietnamese-law perspective; reconciling the Vietnamese version against the Chinese or English version to ensure both carry the same legal content.
• Administrative procedures: investment registration, enterprise registration, sub-licences, land and tax procedures — work that the law permits only, or in practice can only be performed by, locally practising organisations.
• Coordinating dispute resolution: negotiation, mediation, participation in proceedings before Vietnamese Courts and arbitral proceedings as Vietnamese lawyers; coordinating enforcement of judgments and awards in Vietnam.
• Multi-jurisdiction coordination for outbound investment: when Vietnamese companies invest abroad, FLAT acts as the point of contact working with law firms in the host jurisdiction — controlling advice quality and timelines and consolidating counsel opinions into a single channel for the client.

Coordination mechanism: who does what, who is accountable

Coordination between law firms only works when designed as a process, not a few exchanged emails. How FLAT works with foreign law firms:

1. Written scope definition: from the outset, both sides agree which Vietnamese-law portions FLAT handles, the expected output of each portion and deadlines — avoiding “I thought the other side did it”.
2. One point of contact in Vietnam: one FLAT lawyer is accountable for the entire Vietnam portion. The foreign law firm works with a single person on all Vietnamese-law matters instead of scattering across multiple staff.
3. Unified working language: exchanges and legal opinions in Vietnamese, Chinese or English at the partner firm’s choice — no language barrier slowing the dossier.
4. Milestone-based progress and reporting: periodic updates at agreed milestones, going straight to the point: what is done, what is pending, emerging risks and proposed handling.
5. Confidentiality and conflicts of interest: a confidentiality agreement is signed before dossier exchange; FLAT runs conflict checks before accepting work and discloses transparently — declining or limiting scope where conflicts arise, rather than handling them silently.
6. Systematic dossier handover: at the end, all legal opinions, transaction documents and procedure dossiers are handed over in full, with an index — the foreign law firm or end client can take over without disruption.

Typical coordination scenarios

• Cross-border M&A: the buyer’s law firm (often from China) needs legal due diligence on the Vietnamese target and capital contribution/share purchase registration — FLAT handles the entire Vietnam portion while the buyer’s firm keeps the overall coordinating role. See M&A for foreign investors and Chinese investors.
• Foreign-related disputes: a contract dispute between a Vietnamese company and a foreign counterparty — needing Vietnamese lawyers in negotiation, mediation or proceedings. FLAT coordinates with one party’s law firm to build a unified strategy across both jurisdictions. See Dispute resolution and arbitration.
• New investment projects of multinational groups: coordinating from investment policy approval and IRC issuance, industrial park land lease to operating licences — the global advisory team keeps the overall design, FLAT takes responsibility for Vietnam implementation.
• Multi-country compliance: groups needing simultaneous compliance reviews across countries (personal data protection, labour, anti-corruption) — FLAT performs the Vietnamese-law review portion and consolidates it into the team’s joint report.

Why do law firms choose FLAT as Vietnam counsel?

FLAT is a boutique firm focused on corporate clients with foreign elements — particularly Vietnam–China capital flows and transactions. The team works directly in Vietnamese, Chinese and English, so the partner firm needs no intermediary interpretation when discussing complex legal issues. FLAT’s working model is one primarily accountable lawyer per dossier — the foreign law firm always knows exactly who is responsible for the Vietnam portion, instead of working with an anonymous team.

More importantly, FLAT sees both sides of the negotiating table: advising on transaction structuring while also handling disputes when transactions break down. Dispute experience lets us spot potential disputes while drafting contracts — something a purely transactional advisory firm can hardly offer. See About FLAT LAW FIRM and How we work with lawyers.

Frequently asked questions

Useful links

You should talk to FLAT if:

• Your law firm has clients preparing to invest in, acquire a company in, or implement a project in Vietnam.
• Your client has a dispute with a Vietnamese counterparty and needs lawyers in Vietnam to handle it.
• You need legal due diligence on a Vietnamese company or project before your client decides to invest.
• Your dossier requires administrative procedures in Vietnam that a foreign law firm cannot perform itself.
• A Vietnamese company you advise plans to invest abroad and needs coordination of lawyers in the host jurisdiction.
• You need a single point of contact accountable for the entire Vietnamese-law portion — with reporting in Chinese or English.