Foreign law firms opening offices in Vietnam: conditions and forms

Vietnam opened its legal services market to foreign law firms early but conditionally, and the form of presence and scope of practice are locked tightly by the Law on Lawyers. A foreign firm wishing to open an office in Vietnam must choose exactly one of the statutory forms, meet the conditions on its head, and accept the core limit: no participation in proceedings before Vietnamese courts.

Three forms of presence under the Law on Lawyers

Under Law on Lawyers 65/2006/QH11, as amended by Law 20/2012/QH13, a foreign law practice organisation may operate in Vietnam in three forms: a branch of the foreign law practice organisation, a wholly foreign-owned limited liability law company, and a joint venture law company between the foreign organisation and a Vietnamese law firm. All three are genuine practising organisations, entitled to employ Vietnamese lawyers and provide legal consultancy services.

The commonly confused point is the representative office: a foreign firm may set up a representative office in Vietnam for promotion and liaison, but that office is not a practising organisation and may not provide legal services to clients. A firm wanting service revenue in Vietnam must go through one of the three practising forms above and obtain an establishment licence from the Ministry of Justice under statutory conditions.

Conditions on the head and practising lawyers

The central conditions sit with people: a branch must have a branch head who is a lawyer, a foreign law company in Vietnam must have a legal representative meeting lawyer practice conditions as regulated, and these positions carry experience requirements for the foreign lawyers seconded over. Foreign lawyers working in these organisations are licensed to practise in Vietnam to advise on foreign and international law, while services on Vietnamese law must be performed by the organisation’s Vietnamese lawyers.

A foreign law practice organisation in Vietnam may employ Vietnamese lawyers and Vietnamese legal staff under labour law, and this is precisely the channel for the firm to supply valid Vietnamese law advice. The number of foreign lawyers and the organisation’s staffing structure must match the establishment licence content, and material organisational changes must be notified or approved as regulated.

The scope limit: no court proceedings

The largest limit on a foreign law firm in Vietnam is scope: the foreign law practice organisation and its foreign lawyers may not participate in proceedings as defence counsel or as protector of a party’s rights and interests before Vietnamese courts. Courtroom litigation must therefore always be handled by Vietnamese lawyers, including in matters where the foreign firm advises on the entire transaction and strategy side.

In practice, foreign firms operate a two-layer model: transaction, investment and international law advice by a mixed team, and litigation handed to Vietnamese lawyers in the same joint venture organisation or an external Vietnamese counsel partner. FDI clients choosing a law firm should ask early about the handling model when a matter escalates into a court dispute, instead of assuming their advisory firm can argue the case.

Frequently Asked Questions

What are the conditions for establishing a foreign law firm’s office in Vietnam?

Three forms exist under Law on Lawyers 65/2006/QH11 as amended by Law 20/2012/QH13: a branch of the foreign law practice organisation; a wholly foreign-owned limited liability law company; and a joint venture law company with a Vietnamese law firm. All three receive an establishment licence from the Ministry of Justice and may practise consultancy. A representative office is not among them because it may not provide legal services.

In which fields may it practise?

A foreign law practice organisation in Vietnam may provide legal consultancy across the fields businesses usually need: investment, corporate, trade, real estate, labour and related transactions, comprising advice on foreign and international law by foreign lawyers, and advice on Vietnamese law by the organisation’s Vietnamese lawyers. The scope boundary does not lie in the consultancy field but in litigation activity, which is excluded from the organisation’s and foreign lawyers’ practice scope.

Can it litigate in Vietnamese courts?

No. A foreign law practice organisation in Vietnam may provide legal consultancy services, including Vietnamese law through the organisation’s Vietnamese lawyers, but may not participate in proceedings before Vietnamese courts as defence counsel or protector of a party’s rights and interests. The litigation part must always be handled by Vietnamese lawyers, inside the same joint venture organisation or through a Vietnamese counsel partner.

Where is the licence obtained?

The establishment licence for a foreign law practice organisation in Vietnam is issued by the Ministry of Justice for all three forms: branch, wholly foreign-owned law company and joint venture law company. The establishment dossier is filed with the Ministry of Justice under the Law on Lawyers; once licensed, the organisation completes activity registration and internal organisation, seal, tax and labour procedures as a practising organisation operating in Vietnam.

Bottom line for foreign firms entering Vietnam

Entering Vietnam, a foreign law firm picks one of the three practising forms in the Law on Lawyers, builds a Vietnamese lawyer team for the Vietnamese law side, and designs around the no-litigation boundary from the start. A firm that designs these three points correctly at entry operates smoothly; one that treats a representative office as enough to sell services gets stuck at its very first contract.